FSE

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"We're not lost," Kyle insisted. He was glaring intently at the map he was holding, as if he could discern exactly where they were by sheer force of will alone. "We're just temporarily misplaced, that's all."

Brent snorted, folding his arms. "Then we've been temporarily misplaced for six hours," he said, his tone bitingly sarcastic. He'd always been a no-nonsense sort of man. "It's time you just admitted you got us lost."

"I didn't!" Kyle seemed upset — understandably so. All three men were exhausted from hiking through the forest for six hours; all they wanted to do was to sit down and have a good meal, and they couldn't do that until they found their way back. Kyle thrust the map at Brent, finger jabbing at the landmark he'd been using as a guide. "Look, this over here is Bear Rock. We've passed it at least three times now — this is the fourth time we're passing it, and I know for a fact we've been heading straight north this whole time. That's why I brought the compass, for crying out loud."

"Maybe there's some kind of magnetic interference?" Alex piped up. He shrank back when the other two glared at him, holding his arms up in the air in surrender. "Okay, okay. Geez, you two are impossible when you get started..."

The trio couldn't have made a more unlikely set of friends. Brent was about as close to a jock as you could get, at least in looks: he was even stereotypically handsome. Blonde hair, blue eyes, strong jaw... Thick, bulging muscles that were barely hidden by the tight shirt he chose to wear. Brent looked good, and he knew he looked good; he made no attempt to hide it. He would have been far more popular, if he'd cared to be — but his dismissive attitude and sarcasm drove away most people that tried to befriend him.

Except, of course, Alex and Kyle. Their friendship had come about purely by accident; Alex and Kyle had been the top two players in the local chess club, and Brent — as it turned out — actually enjoyed playing chess, a fact that greatly surprised the comparatively diminutive and average-looking pair.

Kyle hadn't been shy about commenting on Brent looking lIke a typical 'dumb jock'; Brent, in turn, had soundly beaten him in the first game of chess they played. That antagonistic beginning to their relationship had only been worsened by the fact that the two were actually remarkably close in skill level, and would constantly be beat one another. Their relationship was only tempered by Alex.

Alex — despite having incredibly average grades and occasionally fumbling in a way that would put a Rube Goldberg Machine to shame — was a veritable genius when it came to chess. Neither Kyle nor Brent had ever managed to successfully beat the constantly disheveled-looking man, and it was that fact that allowed the two of them to bond. Their initial dislike of one another evolved into respect, then a surprisingly close friendship, albeit a friendship punctuated by sour remarks and biting insults. Alex often joked that their verbal duels were something like a language all on its own, and that they were secretly confessing their love to one another.

Unsurprisingly, both Kyle and Brent had proceeded to conspire to pour a bucket of ice-cold water over Alex's head.

Neither Kyle nor Brent would admit to it, but the three of them were really very close friends. It was why they hadn't protested when Alex had dragged them along on this foolhardy trip — something about a Bigfoot sighting. Kyle would never understand Alex's fascination with the supernatural, and Brent just stared blankly at anyone that bothered to ask him for his opinion until they felt uncomfortable and had to walk away.

It was, however, a good opportunity to hang out. Even if two of the three men were now strongly reconsidering their initial decision.

"Well, we're stuck, then." Kyle threw his arms up in the air, using his irritation to hide the worry that was starting to gnaw at his belly. They weren't too far away from civilization, and he'd told his relatives ahead of time where he was going. If he took too long, they'd probably send a search party. "How the hell are we going to get out if our compass isn't working?"

"By using the landmarks, genius," Brent muttered, snatching the map from Kyle, who scowled at him. "Give me that."

"Good luck trying to figure out a landmark we can use," Kyle muttered. He'd been trying that for hours. That Brent thought he would be able to do it when he'd failed irked him to no end.

"Guys." Alex leaned forward, his eyes wide with excitement. "Guys. I have an idea."

"Great." That was Brent, the word muttered under his breath. "Here he goes again."

"What if..." Alex paused — for drama, presumably. "We use the sun to figure out where north is? Eh? Ehh? 'Cause we know the sun sets in the west!"

Kyle blinked. Brent paused. The two men looked at one another, momentarily speechless.

"Well, I'll be damned," Brent finally said. "Alex actually came up with a good idea for once."

"I know, right?!" Alex seemed far too happy about his idea — but then he'd been remarkably cheerful and energetic throughout their trek. "I'm a genius!"

Kyle opened his mouth to protest, then closed it again. He couldn't technically say that Alex wasn't — because he was, in fact, a genius. It was just that his genius was limited to chess. Shaking his head, he glanced over at Brent, only to see that the other man had gone through the same mental dilemma. They each shared a knowing glance with one another, and Brent sighed.

It was his turn, much as he hated it.

"Yes, Alex, you did good," he said, in the most grudging tone he could manage. It was impressive, really. The young man grinned, jumping forward to give Brent a tight hug.

"Thanks, Brent," he said cheerily, then grabbed the map right out of his friend's hand. "Since I thought of the idea, I'll lead the way. Let's see..."

Brent twitched, but didn't argue. If Alex was leading them, they'd get where they needed to go. He'd just be obnoxious about it for most of the way, which was the primary reason they hadn't allowed Alex to hold the map in the first place.

Well, that and Alex had wanted to draw lines over it and pretend it was a pirate's treasure map. Seriously — as intelligent as the man was, he had the sense of humor of a child.

So it was that the unlikely trio made their way north. Even Alex fell silent during their trek; despite the sheer amount of energy he normally had, even he felt exhausted. They'd run out of water an hour ago, and already he could feel the thirst building in his throat; there should have been a stream nearby, but all he could see ahead and around him was the endless undergrowth of the forest.

And — in the far distance, ahead of them — Bear Rock.

"This can't be right," Alex muttered, shaking his head. His eyes were fixated on the large, bear-shaped rock in the distance. "Can't be."

"What are you—" Brent began, then stopped dead when he saw what Alex had seen. "No fucking way."

"I told you," Kyle huffed. For all his bluster, though, even he couldn't hide the worry in his eyes. It was one thing if they had been turned around without knowing it; he could easily admit that he might have made a mistake with the compass. This time, though, they had been walking with the sun as a reference point. The sun didn't drift. Not enough for them to be turned a hundred and eighty degrees, anyway.

"Maybe there's more than one rock?" Alex offered tentatively.

All three of them fell silent, exchanging glances. That wasn't likely. Before any of them could remark on what they needed to do next, however, a deep, gruff voice yelled out to them.

"Been watchin' you fuckers wander past my cabin five times now! Are ya lost or somethin'?"

Startled, all three of them turned — and took an immediate step back, their eyes widening at the imposing figure that stood in front of a cabin they had all somehow managed to fail to notice. Imposing was an understatement, even: The man stood at a solid seven feet tall, and any facial features the trio might have seen were obscured by the hood he was wearing and the darkness that was beginning to grow as the sun began to set.

Strangely enough, the faint glow of the cigar he was smoking did nothing to light his face.

"Yes sir. We managed to completely lose our way." Brent was the first one to recover, stepping forward and shooting Kyle a dry look. His friend glared back at him, but didn't object. Brent had always handled the physical threats for them, and although this man was someone that even Brent might not be able to take, both Kyle and Alex felt a little safer behind him. "I don't suppose you could point us back to town?"

"I could, but ya wouldn't last the damn night," the strange man scoffed. He cocked his head towards his door. "Come in. Least I could do is get ya somethin' to drink. Probably have some food somewhere, too..."

He plodded his way back into the cabin, not bothering to look back. The trio of friends glanced at each other.

"It's probably not the best idea to wander into a stranger's cabin in the middle of the night," Kyle pointed out. He glanced back towards the warm, flickering light, clearly wanting to go in regardless of his concerns.

"Yeah, but we've been walking in circles for hours. Who knows if we'll see this guy again if we wander off? He might be our only shot at food and water." Brent sighed. He glanced towards Alex to see what the eccentric leader of their little troop thought — only to find that Alex had already started drifting towards the cabin.

"I hope he has chicken," Alex said, dreamily.

Brent and Kyle stared, then threw their hands up helplessly and followed Alex. Really, the man was completely unmanageable.

———————————————————

The food, admittedly, was delicious.

It might have been because the trio were so hungry after their extended excursion that they would have eaten just about anything — but the stranger did really seem to know how to cook. What was strange was how quickly he'd been able to prepare everything, but he'd claimed he'd been preparing dinner before greeting them. It had just been a matter of scaling up.

Which didn't make a lot of sense, really, but none of them were about to complain. Not when they had macaroni and cheese to enjoy. They weren't sure why a man living on his own in the middle of the forest would just have boxes of macaroni and cheese lying around, but all three devoured the food like hungry animals.

The man who had invited him just watched the entire time, puffing away on that cigar of his. Alex was the first one to notice, having eaten himself to the brim in only a few minutes. He let out a satisfied burp, rubbing his belly happily. "That was good! Aren't you going to eat, though? And what's your name, anyway?"

"Ya can call me Abe." The man took a puff of his cigar, blowing the smoke into the air; it drifted strangely, almost as though it was being blown by a breeze that wasn't there. "And nah, gotta restock on food. Wasn't expecting to have guests sittin' in today, never mind three of you fuckers."

Abe's tone gave the distinct impression that he was grinning, but the hood he still wore despite being indoors made it impossible to tell. Alex returned a slightly uncertain smile of his own. "Heh, yeah, sorry about that... I've got some food left, though. You shouldn't go hungry in your own house."

"Bah." Abe waved the food away. "I got too much gut, anyway. Damn thing just won't go away." He patted his stomach. "Gotta say, though, kinda like it now. It's grown on me. Get it?"

The man let out a boisterous laugh, though Alex was the only one of the three to giggle at the joke. Abe grinned at them.

"Anyway, I'm gonna fuck off to bed. Ya can take the first door to your left upstairs. Hope ya don't mind sharin' the room, but I ain't got the space for all three of ya right now."

"Good night, Abe," Brent answered, unperturbed by the man's rather crude way of wording things. Abe left, puffing merrily away at his cigar, and for a moment there was silence.

"I don't trust him." That was Kyle — blunt as ever. The man had his arms folded, and he was glaring intently at the table.

"Then we agree for once," Brent muttered. "He didn't take off his hood that entire time. We don't even know what he looks like."

"Which is weird," Kyle agreed.

"He might just be really disfigured," Alex pointed out. "Or shy."

"It's not impossible, but... I don't trust him." Kyle shook his head. "I mean, there's no way we passed by this cabin five times. We would have noticed it. And you're telling me he was just watching us the whole time we were out there and didn't say a word?"

"It's not like the entire cabin just appeared out of thin air." Brent shook his head. "We had to have missed it somehow."

"What, just like we somehow went around in a circle while heading north?" Kyle shot back. He frowned deeply, the rest of his food lying on the table untouched; he'd lost his appetite, anyway. "Weird shit is happening, Brent."

"I mean, we did come out here chasing Bigfoot," Alex said, thoughtfully. "What if Abe is Bigfoot?"

The other two men stared at him, and he shifted uncomfortably beneath their gaze.

"...Anyway," Brent started, deciding to ignore Alex's statement. "We might as well get some rest while we're here. It's not like we'll make it far in the dark, anyway." He gestured outside. The sun had long since set, and what had once been a beautiful forest now seemed terrifyingly intimidating. The trees cast long shadows onto the ground, and they almost seemed to wave in the dim light, reaching out for them.

Yeah. They weren't going back into that forest at night. By comparison, the warm, cozy cabin was heaven — and so the three of them trooped into their designated room. If they found it odd that there were three mattresses laid out on the ground for them, they didn't say anything. They were too exhausted by their day to care.

Besides, Abe had probably just laid them out for them.

"We need to figure out a way back first thing tomorrow," Kyle yawned. His eyelids were already drooping. That, perhaps, was why he didn't notice the wisps of smoke drifting into the room. The scent of tobacco was, for the moment, unnoticeable — mixed in with the scent of fresh wood.

"And we will," Brent grunted. "Just sleep for now. We'll need our rest for tomorrow."

All three of them fell into a deep sleep only moments after lying down. Part of it, perhaps, was down to the effect of the smoke they had been breathing in ever since they stepped into the cabin. It acted as a bit of a relaxant, calming them down when they should have been far more worried about the situation they were in — and more importantly, it made sure they were so deep in their sleep that they wouldn't feel themselves being moved, or being stripped of their clothing and propped up on a chair.

When they woke up, they found themselves tied to chairs.

Well, it would be more accurate to say that Brent was the first to wake — and his angry shout was enough to wake the other two. The largest of the three strained against the ropes that held him fast to his chair, but he might as well have been straining against chains. The ropes didn't budge. Even when he threw his entire weight forward, hoping to knock the chair over and loosen the ropes, there was nothing. It was as if the chairs had been nailed down. Brent's muscles were bulging, clearly straining against his bonds, and yet he didn't seem even close to making an escape.

"Heh, sorry I had to tie ya down." Brent's head snapped up, furious, and Abe took a step back, holding his hands up in the air. Between his lips sat a familiar, lit cigar. "Whoa, whoa, calm the fuck down. I just wanted to talk to ya."

"By tying us down?" Brent growled. "Not exactly friendly, are you?"

"Well, how else am I s'pposed to talk to ya?" Abe frowned, posing it as though it was a genuine question. "Haven't met a single fuck who didn't run away screamin' when they saw my face. Can't say I appreciated that."

"And why strip us naked?" Brent's scorn was clear — he didn't believe Abe's excuse for even a moment.

"Well gee, if it bothers ya that much, I'll join ya." There was a grin in Abe's voice, as though he'd been waiting for that very question. Large hands grabbed for the front of his clothing, pulling his robes and hood away in one swift motion.

All three of them gasped.

Before them stood a bear — not the literal animal standing up on two legs, of course, but the creature that stood beforehand was distinctly inhuman and reminiscent of a bear. A grizzly, to be precise.

If it were just the brown, furry muzzle and wet, black nose, Brent might have put it down to Abe wearing an abnormally realistic mask. It was more than that, however. It was the way his lips stretched in a crude grin, the way his eyes shone with intelligence, the way he held the cigar between his teeth. There was the rest of his body, too; Abe was furry, all the way from his neck to his feet, and he was muscular. It suddenly made sense that he'd been able to carry all three of them down the steps and tie them to their chairs; the bear had more muscle than even Brent did, and all of it was packed on a seven-foot-tall frame that made him all the more intimidating.

He hadn't been lying about his gut, though. Abe's belly did protrude outwards. It wasn't enough to take away from his intimidating appearance, and an appropriately oriented man might have even found it attractive. Abe carried his weight well.

Kyle, Alex, and Brent were all as straight as they came, however — and as their eyes fixated on the pulsating, throbbing cock between the bear's legs, they felt a certain dread and disgust fill them. If Abe's intentions hadn't been clear before, they certainly were now.

"What the hell are you?" That was Alex. The poor man was quieter than usual, his eyes wide and unable to stop staring. His voice trembled slightly, as though frightened — that was what pissed Brent off most of all, really. As obnoxious as his friend could be sometimes, no one was allowed to scare his friends. Not like this.

"Let us go, you sick fuck." The first words Kyle had said. He was staring bitterly at the ground, refusing to look up at the bear.

Brent didn't bother with words. Instead, he was once again straining at his ropes — pulling as hard against them as he could, willing it to break. It didn't, of course. If only they could be so lucky.

"Oh, don't be so uptight," Abe laughed. He seemed incredibly relaxed about the situation, all things considered. The bear drew a deep breath through his cigar, filling his lungs with the intoxicating smoke — then leaned forward, blowing it across all three of his captives. They coughed, gagging, at the sheer intensity of the smell. It was undeniably masculine, smoke and tobacco and a certain, intoxicating spice mixed into the scent, "You'll enjoy what I got in store for ya. You'll enjoy it a whole fuckin' lot, in fact."

"The hell is that smoke?" Brent gagged. He shook his head, huffing air out of his lungs and trying to clear it from his mind — but it was like a fog had descended over his brain. It wasn't that it changed him, not exactly, but it seemed to make his thoughts just a little... slower. And it felt good, too; he could feel his entire body tingling just from that single breath of smoke he'd taken.

"Just somethin' I got. It should help ya relax," Abe grinned.

"I don't want to relax," Brent hissed. "You kidnapped us, and from the looks of things you're planning to do even worse—"

Abe puffed on his cigar, then interrupted him with a kiss.

Brent's eyes widened. He heard his two friends yell out in surprise; they had thought, for a moment, that the bear was going to bite their friend. Instead, his lips met Brent's, and his tongue forced its way into the man's mouth. Exploring, tasting... More than that — forcing the taste of the smoke into Brent's mouth. That odd, earthy, strangely spicy taste flooded Brent's senses.

"Good, innit?" The bear grinned. Brent blinked; he didn't even remember the kiss having been broken, and yet there was the trail of saliva that connected his lips to Abe's muzzle. His face was flushed, and he was panting, just a bit of drool escaping from the side of his mouth. "Best damn investment I ever made."

"What did you do to him?" Kyle demanded. Brent shook his head in protest.

"I'm fine," he said, although his voice was much quieter than it had been before. Part of his mind was still trying to comprehend what had just happened — he hadn't expected the kiss to actually feel good, and yet... his body had reacted. He could feel the blood flowing down towards his cock. It had to be the damn smoke.

"Nothing I won't do to ya soon enough, sweet cheeks," Abe grinned, ignoring Brent — though he did leave a paw on the muscular human's chest, slowly tracing teasing circles on his skin. "Just be patient and wait yer turn. I like to take my time with these things."

"Just let us go." That was Alex — and his voice was quiet, pleading. Abe frowned a bit, turning to look over the man; unlike his two companions, who seemed more angry about their situation than frightened, Alex was legitimately afraid. His body was trembling slightly, and he wouldn't even look up at the bear. Abe's gaze softened a bit at that, and he strode over to Alex, who stiffened.

"Aww, ya poor thing." Abe took another d8rag from his cigar, then drew Alex into a kiss — a surprisingly tender one, all things considered. The man tensed in Abe's arms, but the bear was insistent; his tongue probed slowly at his lips, licking and nibbling until Alex finally let his mouth fall open. He couldn't take the same tact as he had with Brent. Alex was clearly far more fragile.

The bear's tongue slid easily into Alex's mouth once he'd opened his lips, slipping between his teeth to wrestle playfully with the human's own tongue. Smoke from his lungs drifted slowly into Alex's mouth — Abe was careful not to force the issue, instead letting its taste and scent slowly filter into the lovely young man's airway. He knew it was working when Alex's breathing began to quicken, and when he hesitantly began to respond. He was leaning into the kiss, his tongue starting to move, to explore Abe's own mouth...

He pulled away. It was only then that Alex realized what he'd been doing, and flushed red, staring down at the ground. He didn't like men! He'd never been interested before, and the bear... the bear certainly seemed intelligent enough, and he was a hell of a male specimen, considering the bulging muscles that lined his frame. He just... wasn't his type.

But then why was his body responding?

Heck, it was doing more than responding. Alex could feel the thrill of arousal starting to pump through his system, his blood slowly moving towards his cock. He should have been ashamed, should have tried to hide it from the others — but instead, he stared at Abe's body, and his gaze lingered on the fleshy, meaty shaft between the bear's legs.

Another puff of his cigar. The smoke drifted out of the bear's lungs and lingered, not quite dissipating the same way ordinary smoke would. Instead, it hung about in the air in a way that was almost mesmerizing.

"Told ya it wouldn't be so bad." Abe smiled at him. It was sort of a shock, really, just how expressive the bear could be — but what struck Alex most was the fact that Abe's smile was a kind smile. He really didn't see anything wrong with what he was doing. To him, he was just... giving them pleasure, and offering them a chance at a new, different life.

Alex didn't quite have the time to wonder how he knew that. As soon as the realisation settled in his eyes, Abe had knelt down in front of him, blowing a breath of hot smoke across his now-hard cock. "A-ah!" Alex yelped, jerking back in his chair. "W-what are you doing?"

"Helpin' ya out." Abe drawled. He nuzzled against the human's cock, and Alex gasped in response, gripping at the armrests of his chair. As odd as the situation was — as much as most of his mind still protested violently against what was happening — he couldn't deny that it felt good. A warm nose sniffed at the base of his cock, teasing his balls, and he felt a thick, broad tongue rasp against the sensitive skin of his sac. "Ya need to relax a bit. Yer worse than your friends. I'm tellin' ya, you'll enjoy this."

Alex wasn't given the chance to respond — not with the way the bear immediately took his cock into his muzzle, his tongue wrapping easily around the human's shaft. He hummed softly as he did so, the low rumble of his voice enough to make his tongue vibrate teasingly against Alex's cock. The poor man couldn't help but gasp, twitching and jerking his hips forward, his mouth falling open slightly.

It felt good. Of the trio, Alex was the only one that had never had sex before — he simply hadn't found any particular interest in it. It was no surprise, then, that he had no idea how good it could feel to have a man's tongue on his cock, to have someone sucking gently on him, rolling his shaft around in their mouth and eagerly swallowing every drop of his precum that he could.

"Stop that." Brent's eyes were focused intently on the sight. His erection betrayed him, standing proud despite his anger — he couldn't help but admit that seeing one of his best friends blushing, jerking helplessly into a muscular bear's mouth, was... oddly hot. He'd never been one for men, before, but then he'd never encountered anyone like Abe before. "Stop, dammit."

"You just need ta relax," Abe sighed. He took his mouth off of Alex for a moment, leaving little more than a line of drool connecting the aching cock to his mouth. "The fun part ain't even started yet, y'know. 'Cept on Alex here, he's got a bit starting already."

"What are you talking about?" Kyle asked, perplexed.

Alex's face was pale. "He's... he's talking about my tail," he said, quietly. Brent and Kyle both stared.

"Your what?" Brent asked. Kyle echoed the sentiment, craning his head to stare at his friend.

A fluffy, striped tail waved at them both.

It had started as a small, vestigial growth in his spine. He'd felt it starting to poke at his skin, a discomfort at the very base of his back — but he'd assumed it to be nothing, just something in the chair he was tied to poking at him. Then he felt it growing, somehow pushing its way out of his skin without any pain accompanying it. His skin had followed quickly, growing along the newly formed bone, new nerves and flesh forming along the way. What should have been painful was instead a gentle, pleasing sensation — almost as though he was having his lower back gently caressed.

Then a tingling itch, and the striped hair of a raccoon tail had sprouted from his new limb. Alex felt strangely calm, despite the realization that he was changing — he was able to recognise that he should be panicking, but whatever it was that was in the smoke, it somehow did something to dull his panic.

"See? It's not so bad, is it?" Abe gave the newly formed tail a gentle stroke, and Alex shook his head wildly, trying to deny the pleasure he felt at that simple touch. His cock was throbbing, aching for attention, and it took all his will to tell himself that no, these weren't his own desires, it was just the bear's smoke that was drugging him. "Raccoon, eh? It's a good choice... You'll make a beautiful one."

Abe grinned at that, giving the changing human's cock a kiss on the tip, then taking another drag from his cigar. This time, once he'd taken a lungful of the smoke, he offered it to Alex.

It was a strange impulse — perhaps even an instinct — that drove Alex to take a drag from the cigar before Abe pulled it back. As the smoke filtered back out of his lungs and nose, however, he let out an almost satisfied sort of sigh... and his body began to change even more.

Alex had always been the scrawny sort of man. It was just the type of person he was; he didn't need to diet, didn't need to exercise. His metabolism matched his eating perfectly, and he'd never tried anything to bulk up or to grow. Which, of course, was why it was so odd to see him slowly increasing in size, his skeleton stretching outwards, his muscles slowly beginning to bulge and grow.

The ropes, of course, simply stretched with his transformation.

In the meantime, Alex's shoulders had broadened. The growth in muscle seemed to proceed from the top down; it started with his neck, gradually broadening to fit his new frame, then powerful shoulders that stretched out from his previous, comparatively puny ones. His biceps began to expand, the skin stretching out over them, the veins bulging out of his forearms as they, too, began to grow.

"Lookin' good..." Abe was practically purring. He was staring at Alex as he changed, as though utterly enraptured — and even Kyle and Brent had fallen silent, unable to take their eyes off their changing friend. Kyle, who had the least exposure to the smoke thus far, felt his dick slowly begin to rise.

It was... hot. None of them would ever have thought about it that way, before, but watching Alex's body slowly becoming a perfect specimen of masculinity, watching the more animalistic features start to appear. His nose was slowly pulling forward — turning into a more pointed tip, shrinking and turning black. The new nose twitched and sniffed, as though testing a new sense of smell, even as his mouth receded to give him a sharp, expressive snout. Alex let out a small, muffled sound, as though he wasn't quite used to his new throat.

Even muffled, though, it was quite clearly a moan. Even Alex froze at the sound, not having expected himself to make it, but at the same time...

It really did feel good. His body was urging him to give in; after all, what harm would it really do? Abe was gentle with him, almost tender. He had a crude nature, certainly, but Alex wondered if he wasn't just doing this because he felt lonely and wanted companions.

"I... do?" Alex asked, hesitantly. Abe laughed a bit at that, leaning forward to kiss the changing raccoon's nose.

"Fuck yeah, babe," the bear grinned. He rubbed Alex's belly playfully, his fingers threading through the fur that was slowly growing on his skin. It was slowly starting to expand. Unlike the rest of his body, it was actually pushing outwards, rather than gaining muscle; it was almost as if he was growing a bit of a gut. Just like Abe.

Alex blushed. Why was that idea so incredibly hot to him?

His belly wasn't the only part of his body to change, of course. Next came his pecs — and they had plenty of growing to do, considering the relative size of the rest of his body by then. The pectoral muscles began to push forward just slightly, the fat beneath them disappearing to be replaced instead by solid muscle; soon, Alex's unimpressive chest had was gone, replaced by bulging pecs and that layer of fur that was slowly growing over the rest of his body.

Alex bit his lip — then let out another moan, this time a little louder, a little less involuntary. He saw the bear grin at him, leaning in to kiss his cheek briefly, then drop again between his legs. Again, that soft, wet warmth wrapped around his cock.

This time, he bucked his hips forward desperately, letting out a keening sort of gasp at the pleasure. It almost threatened to break the ropes that held him, in fact; they strained to keep him in place as Abe enjoyed the transforming creature's taste. This was the part he loved the most: Abe could feel the cock filling his mouth as it slowly grew to fit Alex's new body, taste the flavor slowly changing as it filled his mouth and began to stretch his muzzle with its newfound girth.

"Mmm..." Abe shuddered, then pulled himself off Alex with some difficulty. "Alright, I gotta make ya this offer, I'm gonna feel bad. If ya leave now, you'll get back home. No strings attached; I'll untie you, transformation will revert, you'll be a normal person, and you'll just have a pleasant memory of your trip to the forest."

"But if ya stay..." Abe grinned, licking his lips. "I'm gonna finish sucking that sweet cock of yours, and then I'm gonna fuck ya silly."

There was a pause. Brent and Kyle both stared at their friend, unsure what his response would be; only a few moments ago, they would have been certain their friend would leave immediately. Now, though...

Now Alex was panting, blushing, his cock hard and drooling between his legs. Now he looked like a man — the sort they'd never expected him to look like. He was almost as tall as Abe was, and he looked almost strong enough to pull a tree up by its roots. More than that, there was a glaze of lust in his eyes that hadn't been there before. Alex was still Alex, but... he'd been shown something new.

Abe stepped close. Strong paws pressed against Alex's chest, rubbing gentle circles into his skin -and despite himself, the raccoon let out a soft, purring sort of sound, his cock throbbing eagerly at the touch. "Think about it," Abe whispered. He had a paw pressed to the underside of Alex's cock — and slowly, ever so slowly, he was stroking it from the base to the tip. The way he pressed the slick shaft against the raccoon's fur, pushing his precum out of the tip... "Ya won't have to live like a human anymore. I know this ain't what ya expected from your life, but yer so much stronger this way... so much sexier."

Abe's voice had dipped into a low, seductive purr -one that made Alex shiver, just from the sound. Already, the former human's legs were shifting: any fat there had been beneath his skin had long since disappeared, and the muscle was expanding, growing. His toes extended outwards into the longer, more dextrous feet of a raccoon. "Do ya really want to go back to that borin' old life? If you stay here, it'll be nothin' but pleasure. Is that so bad?"

Alex thought about it, and he knew.

He wouldn't be able to live without it. Not with the memory — not with the incredible pleasure of his transformation, with the feeling of strength pulsing through his veins. He couldn't lose that; he didn't want to lose that. His life before paled in comparison.

Still, there was a moment's hesitation. Was he really willing to leave everything behind? He looked at Abe, who stared back at him with a smirk. He was startled by the realization that just looking at the bear was enough to turn him on, now; that muscular body, the thick cock, oozing with precum...

Alex made his decision. He pulled off his ropes — an easy feat for him, now that he had his newfound strength — and stood.

Then the raccoon's mouth crashed against the bear's muzzle, eagerly pushing his lips apart so that his tongue could dive in and explore. His slippery, hard cock pressed against the bear's own untended shaft — and Abe couldn't help the growl he let out from deep within his throat. Watching the former human's growth and transformation was one thing, but this... Alex's acceptance of his new role, the way he simply allowed his lust and desire to take over, as though he had decided that this would be the better life for him...

It turned him on beyond belief. The bear bit his lip, one paw sliding between their two muscular bodies to grasp at their frotting shafts; both were slippery with precum, and the sensation of the warm flesh sliding underneath his paws were almost more than he could stand.

"I... I take it that's a yes." Abe, for once, was the one panting. His cigar lay almost forgotten in a hand — almost, until Alex reached down and plucked it out of the bear's hand, taking a long drag from the cigar. He filled his lungs with the intoxicating smoke, then blew it out, the hazy air drifting past the bear's nostrils.

Abe grinned. Damn, but that was a sexy sight.

"...Alex?" Brent let out a breath that he didn't know he'd been holding. Both him and Kyle had remained in a horrified silence while watching their friend turn into an anthropomorphic raccoon, of all things, and considering the strange tingling they could feel in their bodies, they had little doubt that they were about to follow. Brent was a little further ahead than Kyle, since he'd already had direct exposure to the smoke, but he had enough presence of mind to be horrified at the changes. "What the hell did you do to Alex?"

"Relax, I'm still here." Alex chuckled. He gave his thick, meaty cock a stroke, taking a huff of smoke from the cigar. "Fuuuck... That feels good. You gonna give me that blowjob you promised, Abe?"

"'Course," Abe grinned. "Just sit your sweet ass down on the chair and let me have at ya."

Almost as soon as Alex sat down, the bear's head was buried in his crotch. Alex groaned, shuddering at the sensation of the bear's tongue licking over his cock; even now, it was incredibly sensitive, and it didn't help that he'd been close to cumming for the past half hour or so. "Mmmf... Damn," he muttered, grabbing on to the bear's head and forcing it further down on his cock. Abe didn't protest, and both Brent and Kyle seemed mesmerized by the sight. "Don't look at me like that, you two. You know I didn't have anything for me back home."

"But... this is..." Kyle gestured — or tried to, anyway, considering the ropes that still held him to the chair. "This is sick, Alex! Come on, at least let us go!"

Alex shook his head and shrugged. He exhaled a cloud of smoke, watching the swirl of haze in the air. "You heard Abe. He'll give you your chance to leave. Doubt you will, though — god damn, Abe!" The raccoon let out a soft growl. Abe had thrust his head rather suddenly down on Alex's entire length, swallowing it into his throat. Fuck but that felt good.

Brent swallowed, his throat dry. He hadn't been able to take his eyes off the sight since it had started — could barely form the words he needed to speak. His eyes had been fixating on the strangest things; he hadn't been able to look away from Alex's muscles as they began to grow and stretch his skin. His cock pulsed between his legs, forgotten but eager.

Brent couldn't recall ever having seen anything hotter in his life.

The man shook his head a few times, trying to clear it. It was the smoke — it had to be the smoke. He'd always been straight. Why would he be turned on by something like his friend turning into a muscular, anthropomorphic raccoon?

And yet... the deep moans that his transformed friend let out, his new, manly body, the broad pecs and shoulders and even that protruding stomach... His cock was leaking, precum almost pouring from the tip of his dick.

"Think your friend's enjoyin' the show," Abe said with a grin, pulling off for just a moment to say the words. His eyes glinted with a knowing sort of look — and again, Brent stared at the trail of saliva left between his mouth and Alex's cock.

Something deep inside of him wanted it. He gulped, huffing out air, trying to clear his head — but it didn't work, simply because it wasn't just the smoke that was affecting him. It worked on a very superficial level; the cigar's smoke could change a person physically, even alter and amplify what they found attractive, but it couldn't change who they were.

Which meant that Brent Tyson was, in fact, incredibly turned on by his best friend turning into a raccoon.

"Then how about we give him an even better one?" Alex offered Brent a crude grin. The raccoon was far too comfortable with his new position for Brent's liking — and yet, it made a certain degree of sense. He'd accepted the changes, and now he was diving fully into the life of debauchery that Abe seemed to want him to live.

The raccoon had turned over, pressing his chest against the chair he'd been tied to only moments earlier. He presented his ass to the big, burly bear, tail raised over a tight pucker. Even now, there were small ripples making their way through his body — the transformation was settling, not quite complete. It needed a catalyst, something infused with the smoke that had started it all.

Abe chuckled. "I'm likin' the way ya think already," he smirked. "But first — this one is mine."

Reaching over, the bear plucked the cigar neatly from Alex's grasp. Alex was about to protest, only for another one to be placed into his hand just a moment after; Abe had retrieved a cigar from a box he kept nearby while the raccoon wasn't looking. He'd even been kind enough to light it, using the end of his own cigar. "I'm givin' ya your own. Can't fuck without us both having one, eh?"

Alex gave the bear a lopsided grin at that. He didn't hesitate to stick one end of the cigar into his mouth, taking a deep breath of the heady smoke — and then he let out what might well have been a purr of pleasure as it snuck its way through his lungs. He exhaled, the smoke wafting out through his nostrils. "What are you waiting for, then? Fuckin' take me already."

"Yeah, yeah," Abe grumbled. It was a playful one, though, considering the twinkle that danced in his eyes; a finger reached out to tease at Alex's hole, slick with the bear's own saliva. It pushed the virgin pucker open slowly, stretching the muscular rim as his finger slid in...

"Fuck..." That was Brent, the word whispered out under his breath. He couldn't take his eyes away. Dimly, he heard Kyle in the background, telling him to stop looking at it — but he couldn't stop looking at it, and he didn't want to. The sight was undeniably, almost painfully hot. What made it worse was the fact that Alex knew he was watching, knew that there was a part of him getting off to it, and he didn't care.

If anything, the raccoon seemed like it turned him on.

Alex blew smoke out of his cigar, letting out soft, appreciative groans as talented fingers worked their way deep into his ass. Abe was having trouble controlling himself — the way that tight, warm passage pressed down around his fingers made him eager to have it wrapped around his cock, and it was all he could do to stop himself from slamming in and fucking the raccoon senseless.

But no, he couldn't afford to hurt the raccoon. He was still a guest, after all.

"Gonna add a second finger," Abe grunted, and Alex nodded in affirmation. He slid his middle finger in together with the first, scissoring them slightly to spread the man's ass; it was less about making sure Alex would be able to take his girth, and more about getting his muscles to relax. Abe knew that the transformation would have rendered him more than capable of taking a cock without significant harm, but being tense would make it painful.

Fortunately, the cigar seemed to have its intended effect. The raccoon's hole spread easily beneath his fingers, and the bear made a satisfied sort of snort through his nose. He spat on his hand, then rubbed his hand along his still-throbbing cock, pressing it against Alex's pucker. "Are ya ready?"

"Fuckin' do it," Alex growled, and Abe grinned. He shoved his cock into the raccoon in one swift motion, making the former human hiss through his teeth; his cock jerked between his legs, a spurt of precum forced out of it by the sheer force of the bear's thrust. "F-fuck, god damn, Abe..."

"What?" The bear grinned, leaning down to nip the back of Alex's neck. He blew hot smoke across the raccoon's fur, making the male shudder beneath him — and he could feel every delicious movement Alex made, down to the way his passage squeezed around his cock as he moved. "Need me to stop?"

His voice was teasing — but Alex replied anyway, his voice rough and his words spoken through gritted teeth. "Don't you dare," he hissed.

Abe chuckled. He slid to a slow stop, gently pressing further and further in until Alex could only focus on the sensation of that thick, girthy cock pressed deep inside of him. The bear's balls were pressed against his rear, and Abe was close enough to him that he could hear the deep, heavy breathing. The bear's muzzle teased gently against his ear. "Good answer."

And then Abe fucked him.

Made use of would be a more accurate term, really — the bear slammed in and out, his cigar held fast between his teeth, his arms braced on the raccoon's muscular back. His hips jerked against Alex's own hard enough to jolt the chair that he was held against; short, panting gasps escaped from the raccoon, and his tail and toes both curled in his pleasure. Soft grunts and growls escaped from deep within Abe's throat, and although Brent knew consciously that part of this was a display for him, a display meant to urge him into giving in to his lusts, the two still seemed lost in the pleasure of the moment.

For a moment, there was little to be heard in the room except for Brent and Kyle's ragged breathing, and the grunts and moans that came from the pair that were fucking in front of them. Neither of the remaining humans could find the words to speak — and really, they didn't have to. Their throbbing, needy cocks said everything.

Abe huffed out a puff of smoke. This was the part he loved the most — not just the feeling of a tight ass wrapped around him, but the moans he could draw from his partner, and the wet slap of his hips against the raccoon's. That large, thick cock of his meant that it was impossible for him to miss Alex's prostate. Each and every thrust caused him to brush against that sensitive bundle of nerves, and each time, the raccoon twitched and moaned with his pleasure.

"Fuck..." Alex cursed. His muscles tensed suddenly, and he ground his muscled ass back against Abe's cock. The bear let out a curse as the raccoon's ass squeezed tight around his shaft; his body shuddered, and he slammed in once more, this time staying as deep as he possibly could.

"Ya like that, don't ya?" he muttered softly. "Feelin' my dick buried deep inside of ya... Every inch of my cock slidin' through yer hole..."

"Fuck yeah," Alex groaned. His passage pulsed and twitched, massaging Abe's cock, and the bear grunted with pleasure.

"Bet it turns ya on that your friends are watchin'," Abe growled. A thick paw reached underneath the raccoon, feeling for his cock — and when he found it, he grasped the thick shaft in his leathery grip, slowly stroking along its length. The precum that was dripping from Alex's cock made it feel like smooth silk gliding over his cock, and he let out a moan of pleasure. Abe's cock slid in and out, in and out, a building rhythm that drove Alex wild with desire. "That they know how much ya like bein' grilled by my cock."

"Yessss..." Alex hissed the word through his teeth, his eyes clenched shut with pleasure. His muscles were bulging; he was gripping the wood of his chair so hard that Brent was almost afraid it would snap. "Fuck me!"

"You betcha."

Brent couldn't stop staring. His eyes were fixated on Abe's cock pounding into Alex's hole, over and over, the slight sheen of precum he could see in flashes of the bear's cock when it pulled out, the way Alex seemed to twitch and moan every time it pushed back in. He had known about the prostate, of course, but to think it would feel so good that Alex would be moaning for more like he was in heat...

Without quite realizing, Brent found himself with his mouth slightly open, sucking in air. He was almost panting with desire — but more than that, he was sucking in the faint taste of cigar smoke in the air. It might not have been conscious, but he wanted more of that thick, heady smoke, more of that exhilarating scent that seemed to send a thrill through his body and make it okay for him to feel arousal. His cock jerked and throbbed, desperate for even the slightest bit of friction, but try as he might Brent couldn't get out of his bonds.

Instead, he had to watch.

He had to watch as Abe fucked his best friend, and as his best friend moaned and cursed in response, seemingly eager for every inch of bear cock that filled him. He had to watch as Abe's paws stroked Alex's cock rapidly, squeezing and teasing the needy shaft — and then listen to them moaning, panting, when Alex finally came and spurted white globs of seed onto the floor, the liquid landing on it in streaks. Alex let out a long, loud moan as he came, shoving himself back into Abe and forcing the bear as deep as he could possibly go.

Abe, of course, responded by grunting and wrapping those muscular arms around the raccoon's chest. He pressed their bodies close, fur against fur, muscle against muscle — even as Alex's hole twitched and throbbed and pulsed around his cock. Then spurts of seed forced their way out of the raccoon's ass, around the cock stuffing it, and dripped onto the ground. Brent realized that he'd been watching Abe grunting and cumming that whole time.

Which meant he was next.

But not before he saw Alex's muscles ripple, a pulse going through his body as the transformation finally settled. He'd accepted the bear's seed, and now his transformation was permanent. Alex didn't seem the least bit concerned by this; already, he was hard again, stroking his cock playfully.

Brent swallowed, his throat feeling dry again. He didn't know if what he felt was excitement or disgust; it was so hard to reconcile his heterosexuality with the arousal that was now coursing through him at the sight of the two bare males in their post-orgasmic bliss. He wasn't given the time to consider it, either — not now that both Alex and Abe were approaching him, that telltale glint of lust in their eyes. God, were they both still hard? They'd only just climaxed...

"Brent." Alex was grinning at him — a sexy grin, somehow, with his cigar caught between his teeth. The raccoon's cock was still hard, though now it was stained with his own cum. Some even still dripped from his tip, as though his balls hadn't quite finished emptying themselves. Considering their size, Brent was almost certain the raccoon still had plenty of cum left. "You should join us. Abe's right; this is fuckin' great."

"Of course it feels good," Brent muttered. "But where's my best friend?"

"Right here." Alex grinned — and with Abe's approval, he leaned in to force a kiss onto Brent's mouth. The muscular male fought against it, tried his best to keep his mouth closed, but the raccoon's new body easily overpowered him. Alex's tongue forced his lips apart, snaking into his mouth, and though he was tempted to bite down, Brent couldn't hurt his friend. Instead, he was forced to endure the taste of smoke and tobacco, the unique flavor of Alex's saliva combined with the cigar he'd been puffing on ever since Abe had given him one of his own.

Fuck but it tasted incredible. It wasn't long before Brent caught himself kissing back, desperately, pulling back for air only for an instant before once again smashing his lips against the raccoon's. His tongue drove into Alex's mouth, eagerly tasting, searching for that intoxicating hint of smoke that gave Alex so much flavor.

Then Alex pulled back, grinning at him, and Brent was left panting and staring at the raccoon. His chest heaved for air — already, that small act of giving in had started to make his body change at an accelerated rate, and he needed the oxygen to feed the changes. He could practically feel his spine popping as it grew, his skeleton stretching to support a new height... he was even taller than Abe, now, if he had his estimates right.

And it wasn't just his skeleton that was growing. Even with his already muscular body, he could feel himself becoming stronger. It was like a potent drug flowing through his veins, carrying with it the feeling of power and strength; his already-thick muscles expanded as the wave of growth hit it. It stretched his skin, pulled at his ropes, and filled him with a feeling that could only be described as a sexual need — a wave of desire that came with his newfound strength. It was as though he needed to use it, to expend all that newfound energy, pin Alex down and ravage his already-loosened hole.

A soft, animalistic growl left Brent's lips. It made him freeze, his thoughts abruptly colliding into a wall — what was he thinking? He was changing rapidly, his body morphed against his will, and all he wanted to do was use it to have sex.

"You look conflicted," Alex said softly.

"'Course I am," Brent muttered, gritting his teeth. "You're my friend, and look at what you're doing. I'm straight, damn it. You know I'm straight."

"So was I," Alex pointed out easily. The large raccoon stepped forward, and Brent's eyes were instantly drawn to that thick, dripping cock swaying in front of him. That sexual energy still burned in his changing body; even now, he could feel his thighs beginning to toughen, pressing against the chair he'd been tied to. He could feel his balls growing to fit his new frame, and he couldn't help but wonder how much cum he would be able to produce — whether it would be enough to coat Alex's face with his seed.

Then Alex spoke again, and he was broken out of his reverie. "I'm still Alex, y'know." The raccoon gave him a familiar grin. "Maybe I'm a little more crude and I like takin' it up the ass. So what? Abe here have me a choice, and I like it here better than I ever did back home."

Brent had to admit, Alex had a point. Straight or not, the fact of the matter was that he was currently incredibly attracted to the muscular bodies of the raccoon and bear standing in front of them. He wanted to fuck them, or be fucked by them; it didn't matter either way, as long as he got to relieve the mounting pleasure building inside of him.

"Fuck," Brent muttered, shaking his head. His cock was still eagerly twitching — and now he could see a thick, coarse fur slowly growing in over his skin, fur that looked remarkably like Abe's own. At the same time, he saw his nose slowly pushing outwards. It was accompanied by a strange, stretching feeling in his skull, as his jaw morphed itself to accommodate the growing muzzle; like rather than shrinking like Alex's, however, his nose flattened, the skin turning black and leathery.

He was turning into a grizzly bear. Like Abe.

He shivered at the thought. He should have been disgusted. A part of him almost wanted to be disgusted; it would have at least helped him cope with his situation. At least his feelings would be normal, comparatively speaking. Instead, he had to deal with the cacophony of lust and conflicting desires brewing inside of him.

"I gotta give you a choice, too." That was Abe. Alex moved out of the way for the grizzly bear as he stepped forward, cigar still balanced in his mouth; he removed it for a moment, exhaling the smoke near Brent's face. Only moments ago, Brent would have coughed and gagged — but now he inhaled deeply, trying to get as much of that scent as he could filling his lungs. "Heh, that's right... this is a damn fine quality cigar. Best enjoy it while ya can, if ya plan on leavin'. What's yer choice?"

Brent... hesitated. He should have chosen to leave, perhaps, but he could understand why Alex had chose to stay now. The strength pulsing through his limbs, the changes in his body, the sheer pleasure that was circulating through his blood — it was an exhilarating sensation, and Brent wasn't sure if he wanted to lose it.

"C'mon," Abe growled. The grizzly leaned forward, and Brent saw the excitement and lust dancing in his eyes; it made him shudder, even as Abe used a paw to tease one of the nipples beneath his growing fur. "Ya saw yer friend. He's enjoyin' himself, and I promise ya, you will too..."

Brent exhaled. It was a slow, deliberating breath. Vaguely, he heard Kyle shouting at him in the background — but he ignored it. This was his decision to make.

And to his own surprise, Brent wasn't sure what he would choose. He wanted this, that much was clear — but how much of that desire was his own, and how much had been artificially induced by the strange, addictive smoke that filled the room? He loved what he was becoming, loved the power he could feel thrumming in his veins, the pleasure that made his cock twitch and leak with even the slightest movement. How much of that was something he wanted, rather than something induced in him?

And did it really matter? If the pleasure was the only thing it had induced in him and he hadn't changed as a person, then his choice was simply whether to accept the changes or not. It would still be Brent deciding whether or not he'd want this life.

Alex must have seen the conflict in his eyes, because the next thing he knew, the raccoon was right in front of him. He could feel the fur on Alex's slight gut brushing gently against his sensitive cock, and he had to bite back a moan.

Alex grinned at him, so close that he could taste the smoke in the raccoon's breath. The glowing ember at the end of Alex's cigar was dangerously close his nose, and yet the scent was all the more rousing for it; he couldn't help but take a breath, closing his eyes.

Fuck, that smell was just so... manly. It even smelled a little bit like Alex, and that seemed to turn him on all the more.

"I think you need a little convincing," Alex murmured. He felt more than he saw the raccoon shifting about, adjusting himself; his eyes were still staring right at Alex's face, doing his best to resist the urge to kiss him. He could still remember the thrill of it, the taste, the feel of Alex's tongue sliding around in his mouth—

Brent was abruptly distracted from his train of thought by a very warm, very wet sensation around the head of his cock. He moaned, squeezing the armrests of his chair — and with his newly beefed up muscles, this time it was enough to snap the wood. Brent didn't care. He didn't even notice, in fact; he was too distracted by the fact that Alex had slipped down around his cock, his hole already loose and lubed up with Abe's cum. It slid in so easily, and yet the ringed muscle was warm, pressing around his painfully erect shaft...

Brent jerked upwards, thrusting the rest of his cock into Alex. He couldn't help it; it had felt too damn good not to respond, to get more of it. Alex didn't seem to mind, if the way the raccoon threw his head back to let out a delighted little moan was any indication.

The moment Brent was convinced, however, was the moment Alex began to move.

It wasn't anything like the rough fucking that Abe had given Alex only moments earlier. No, what the raccoon was doing to him now was far more sensual, more blatantly seductive; rather than bouncing freely up and down on Brent's cock, Alex moved slowly, making sure that the changing human would be able to feel every inch of his shaft sliding past the rim of his ass.

"I... I want to stay." Brent's words were groaned, barely audible through his gritted teeth.

"What was that?" Alex chuckled. There was a knowing grin on his face, the cigar in his mouth growing slightly brighter for an instant as he inhaled the smoke. He breathed out, the smoke drifting past Brent's nostrils — and this time he breathed it in, eager, willing. Alex rode his best friend slowly, his muscled, raccoon ass squeezing tight around Brent's cock...

And his own cock was dripping precum onto the human's now-furry stomach, even as the growing fur grew thicker and blackened. Brent only growled — and now his voice had even changed, becoming a deep, intimidating snarl that would have sent shivers through anyone he was threatening. The sound send shivers through Alex, certainly, but they were shivers of lust. Alex's cock jerked at the growl, and the raccoon bit his lip, tensing around the cock inside of him.

Then thick, powerful hands grabbed him around the waist. Brent's fingers were slowly growing shorter but thicker, pushing back towards his palm; thick claws grew out of his nails in their stead. Their slightly blunted nature allowed the bear to dig his fingers into Alex's waist, pulling him down hard around his cock.

"I want to stay," Brent hissed again. His eyes were intense — an odd shade of yellow, now that Alex could look at them closely. They burned with lust, and the raccoon realized with a start that he could feel the bear's cock growing while it was inside of him, stretching out his ass and pushing deeper into him, deeper than even Abe had managed while fucking him. Alex let out a sound that was somewhere between a yelp and a moan, his breath escaping in short, panting breaths. His cigar was gripped tightly between his teeth, and he would have chewed straight through it were it not remarkably durable. "I want to stay and fuck you until you cum, and then I want you to fuck me."

"And what about me?" Abe was stroking himself to the sight, cigar held loosely in one of his hands. "Mnh... what of the bear that started all this, eh?"

"You're gonna suck my damn cock for making me enjoy this," Brent growled at him — though his tone was more forceful than it was aggressive. Considering the way Abe's cock twitched at the words, he clearly didn't mind; in fact, he smirked at the thought.

"If Alex wasn't ridin' ya, I'd be all over it," Abe told him bluntly.

Brent had to grin at that. "That means you're gonna suck me off later, yeah?"

"Just try and stop me," Abe snorted. "But I better get some in return, boy."

It was remarkable, really, how similar Abe and Brent looked. With the having grown in all over his body, Brent's transformation was about as close to complete as it was going to get — and he was almost the spitting image of Abe. His muzzle was a little longer, perhaps, and his eyes were an intense yellow that contrasted with Abe's dull shade of brown. His stomach was a six pack of dense abdominal muscle, visible even through his fur, while Abe's were hidden by his gut. By and large, however, the two grizzly bears looked as though they could be related.

It clearly didn't bother either of them, considering the smirk Brent threw towards Abe. Then he turned his attention back to Alex — who promptly drew him into a searing kiss, the taste of that cigar smoke flooding into his mouth once more.

And Brent realized something else. Alex was large enough, his rear enough of a cushion that the tip of his cock was pressing between his pecs. Alex didn't seem to have noticed; he was too busy enjoying the feel of a bear's cock buried deep inside of him, thick and fulfilling... Brent, however, certainly noticed.

A smirk stole across the grizzly bear's face, and he leaned forward, flexing his pecs.

Alex let out a loud gasp at that, abruptly looking down at Brent — his best friend, now completely transformed into a muscular, anthropomorphic grizzly bear. "What the fuck was that?" He demanded. Then a pause, and then: "Fuck, do it again. It felt amazing."

Brent smirked. Abe had reached out for one of the cigars, handing it to him, and he grabbed it to shove into his mouth. It was the perfect complement to his look and situation, he thought; he could lean back slightly, smoking his cigar, and every time Alex rode up on his cock he could just flex slightly... and his pecs would twitch, sliding along the underside of Alex's cock, the fur brushing against it like silk. He settled into a rhythm, and it drove the raccoon wild.

"Oh fuck," Alex gasped out when Brent did it relentlessly, a staccato rhythm of movement that had the raccoon gasping with pleasure, moaning with need. Seeing those tight, dense muscles flex around his cock... "Fuck, fuck, fuck — I'm gonna fuckin' blow again, oh god—"

And then he did. Streams of white splattered across Brent's chest, across his pecs, and some even landed on the bear's muzzle; he licked it up, a devious grin playing on his lips, and took a long drag from his cigar as the throes of Alex's orgasm had the raccoon's hole twitching eagerly, desperately around his cock. The sensation peaked, and he let out a roar of pleasure — his cum filled the raccoon's ass, warm strings of sticky seed joining the cum Abe had left in Alex's passage.

"That was fuckin' incredible," Brent told Alex. He was still faintly out of breath, his massive chest heaving as he panted. The bear tilted his head, looking over at the last remaining human — and even him, without direct exposure to the smoke, had already started to change. He was staring at the three of them, his mouth slightly open and his cock harder than it had ever been. "Kyle, you gonna join us or what?"

"Uh... what?" Kyle snapped his mouth shut. His body was already growing, his muscles beginning to bulge outwards; a thin layer of fur had begun to grow on his body, and though he didn't notice it, his ears had begun to sharpen into triangular flaps of flesh. Unlike both Alex and Brent, his fur was a distinct, golden shade. The changing human shook his head hesitantly, as though he wasn't entirely certain if he meant it. "I don't..."

"C'mon. Kyle, was it?" Abe grinned down at the man, suddenly only inches away from Kyle — and the human flinched back, surprised. He had his cigar in his mouth, held just inches away from Kyle's face, and a smirk pulling at his lips. The bear chuckled. "Both yer friends seem to like it well enough. I promise you will, too..."

"G-get that away from me." Kyle shook his head, trying to clear it; it had been so long since he'd even spoken. He hadn't been able to say anything but watch, desire pulsing through him, as first Alex and then Brent were transformed into their animal counterparts; even when he'd tried, the other two had just ignored him. Now it was his turn, and as much as he wanted to deny it, to run away from this...

...It was so hard to ignore the sensation of strength that was starting to ripple through his muscles. He knew that all he needed to do was breathe in that intoxicating, musky smoke, and his rate of growth would increase rapidly; just like Alex, Brent, even Abe himself, he would become a specimen that would make most bodybuilders jealous.

And he wanted that. He'd been a weaker than others physically for so long — even with Brent to rely on, it had always upset him on some level that he couldn't quite stand up for himself, physically speaking. He'd always been intelligent, certainly, and that intelligence had allowed him to get ahead. Now, though, he was being offered that physical strength that he'd always yearned for. On top of that, he would live a life of pleasure, and while he hadn't been attracted to men before, that certainly wasn't the case now.

He stared at Abe's cock. It was still soaked in the bear's own seed, glistening slightly in front of him. It definitely wasn't the case now.

"Oh?" Abe grinned above him. His hips swayed, showing off his cock. "Distracted by somethin', there?"

Kyle tried to answer, he really did — yet all he could do was to let his mouth hang open just slightly, a bit of drool dripping from the corner of his mouth. His eyes were fixated on the bear's throbbing cock. Every pulse of blood, every drop of pre...

"I'm gonna take that to mean yer stayin'," Abe chuckled. He straddled Kyle's lap, his cock only inches away from the changing human's nose — and almost as if he were entranced, Kyle leaned forward, slowly taking that throbbing meat into his mouth. It slid past his lips, beyond his teeth, then pressed against his tongue.

A shudder immediately ran through his body. The bear's taste was potent; it was the taste of his manhood, combined with the seed it had been coated in when he'd first spilled his load inside of Alex. Kyle moaned softly, feeling his body change further as he accepted this new aspect of his life — it wasn't nearly as bad as he thought it would be, really, worshipping a man's cock.

In fact, it was downright hot. Kyle swallowed, his mouth squeezing briefly around the bear's shaft and making him moan; his eyes had fluttered shut with his pleasure, and so he hadn't noticed the way his mouth was starting to extend outwards in much the same way both Alex and Brent had. The only difference for him was the whiskers — they extended outwards just below his changing nose, hanging over the sides of his mouth.

"Heh, yer turnin' into a kitty," Abe grinned. "Good look for ya."

Kyle flushed, embarrassed. Now that Abe had pointed it out, he could feel the way his nose pushed downwards on the muzzle forming on his face; his cheekbones pushed together, giving his head a sleeker, more streamlined appearance. The rest of his body, however, bulged with muscle. Golden fur practically rippled as it spread across his body, and Kyle...

Well, he didn't care. He saw his changes, in the corner of his eye — but he'd expected it, really. He focused instead on the cock in his mouth. The changing human might not have had any experience, but he knew what felt good, and he knew that if he slid his tongue along the underside of the bear's shaft just so, and teased the flesh just under the head of Abe's cock—

"Oooh, fuck," Abe hissed out suddenly, and Kyle almost gagged as the bear thrust forwards. He was pleased, nonetheless, that his technique had worked. "Yer a fuckin' natural. That tongue feels amazing, god damn..."

Kyle's tongue had broadened and lengthened, becoming a little more rough — but the bumps in his tongue only made the tender worship of Abe's cock all the more pleasurable. The bear bit back a groan of lust, sliding his hips forward, filling Kyle with more.

The former human made a little mewl of pleasure at that. The ropes had slid off of his body as he completed his transformation into a mountain lion — a panther. They simply hadn't been able to handle his growing muscles, his broad chest and shoulders. Even Abe had to whistle in appreciation at the sight; like Brent, Kyle had a perfect, muscled body, with barely any body fat. Even his stomach was a perfectly sculpted pack of abdominal tissue.

For all his size, however, Kyle was eagerly bobbing his head up and down on Abe's cock; a paw was teasing his own, fondling his newly furry ballsack, sliding his fingers along the length, even squeezing briefly to force his precum out to the tip of his cock. He barely noticed it when Abe took a deep drag from his cigar and blew it down over his snout; if anything, he sucked the air in, the air filling his lungs.

"Yer mouth feels fuckin' good," Abe groaned. "Fuuck... I gotta cum, yer too good at this. You better swallow every drop of that, y'hear me?"

Kyle's paw flicked up in a thumbs up, and Abe let out a rumbling growl as he climaxed. For all the seed he'd already spilled in Alex, he still had plenty to spare; Kyle's mouth was filled enough that the bear's seed dribbled out of the sides of his mouth, down his chin and between his pecs.

The sensation was enough for Kyle to cum — though he barely even realized it until his paw came away from his cock wet and sticky, covered in his cum. He shuddered at the realization that he wasn't satisfied, that he wanted more.

And then Abe pressed a cigar to his sticky, seed-covered paw. "Welcome to the club," the bear told him with a grin.

Kyle paused, then took a long drag from the cigar. The smoke joined the rest of the haze in the room, gathering near the ceiling. "I'm takin' your ass next, Abe. Just for takin' so damn long to get to me."

"Fair 'nough." The bear's grin only widened. "I'm all yours."

——————————————

To say that Abe's home was different after only a few short months was a vast understatement. What had begun as a nearly empty cabin in the woods had been transformed into a lively tavern — in no small part due to the efforts of the four men that had started the whole thing, though while they were men, they were far from human. Rumors of the bar filtered through the woods, driving the curious to seek it out, and when they did...

Well, they were offered a cigar, and a choice. Very few chose to leave, once they saw the benefits of staying.

The tavern held all manner of creatures, all of which were varying levels of muscular; some possessed the same gut that Alex and Abe did, of course, but others proved to be even more intimidating than even Brent's transformed body. There were creatures of all sorts — crocodiles, wolves, bears, even an orca or two. How they survived above the water none of them knew, but they weren't about to complain; the orca's skin was uniquely textured, and it felt incredible to slide a cock between those two massive, protruding pecs.

Alex was, quite unsurprisingly, the waiter. The raccoon was a jolly man that took to his job with a fervor, and made no small effort to tease each and every one of his customers; it was common to see the raccoon bent over a table or bending someone else over a table. He was very good about cleaning up the mess afterwards, so there was that, but the fact of the matter was that everyone loved him for his boisterous — if crude— personality. He was relentlessly dirty, and enjoyed every second of it.

Brent and Kyle were the bouncers. Not that bouncers were really needed, of course, but it was an important job for the few instances where the wrong people wandered near the cabin. Besides, the bear and the panther took a lot of pleasure in frisking the men who wanted to get into the tavern. The men, of course, enjoyed being frisked in turn — after all, who would complain about being sandwiched between a handsome bear and feline?

Abe — last, but certainly not the least — simply took up the space behind the bar, a knowing grin in his eyes and a cigar lodged between his lips. He served the drinks and the food, at least until a particularly handsome creature appeared, or any of the trio came to get him from a 'break'. Then they would climb up on the stage, and put on a hell of a show for anyone that happened to walk in.

It was a hedonistic, pleasure-filled life. Drinking, smoking, and sex — It was everything the trio needed to be satisfied, though they had never quite realized it.

Now that they had, though?

They wouldn't have it any other way.