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Grin and Bear It

James Theron paced back and forth outside the zoo’s administrative building. The ground, a mixture of sand, gravel, and dirt, crunched beneath his soles as he surveyed his surroundings. The 23-year-old had been to this zoo many times as a child but seldom visited during his teenage years and beyond. Now that he had been dating one of the zoo’s engineers for the past month, he quickly became accustom to making trips to see his partner. In coming back for the first time in years just a few weeks ago, James was surprised to see just how much the zoo had changed. Within the time from his last visit five years ago, the zoo had slowly switched to automation, replacing much of its staff with systems and machines built to maintain the health, hygiene, and happiness of the animals, from feedings to training. Still, engineers like James’ date, Brian Kiersten, and a few administrators, trainers, and generic staff were always on hand to ensure the happiness of the zoo’s visitors, and in case of emergencies. Nevertheless, though he had visited many times throughout the month, James had never been in the zoo after dark as he was now. With nothing left to do as he waited for Brian to finish up in the administrative building, James stopped in front of one of the building’s mirror-like windows and gave himself a quick onceover to ensure that he still looked as put together as when he had left for their date.

James stood straight in the window and breathed a sigh of relief as he found most of his look in order. His hair, a chestnut brown, curled in the front but otherwise lay undisturbed, held in by a mixture of hair gel and luck. His hazel eyes matched well with his jungle green button-down shirt, whose sleeves were rolled up to a three quarters position. James placed a hand on his stomach. He was of

average build, none too muscular, and though he had been working on his abs for some time, his efforts were only evident by his cut jawline and the hardness that one could feel when pressing against his stomach. Now, however, James felt a little bloated, and though he did not want to admit it to Brian, a bit queasy. An uneasy warmth had manifested in his stomach, which James was quick to attribute to some kind of food poisoning. Nonetheless, the dinner they had shared at a nearby, upscale steakhouse before making a stop at the zoo was quite expensive, and so he did not wish to complain.

“Checking yourself out, huh?” Brian appeared in the building’s doorway with a wide grin on his face. James blushed and laughed, rubbing the back of his neck. Brian closed the door and moved to James, planting a kiss on his cheek. “Don’t worry, so was I.” Taking a step back, Brian waved a clipboard in his hand. “I got what I needed though, just got to check out one exhibit really quick and we’re done!” Brian turned on his heels and started walking down the path as James followed behind.

Brian was everything James wanted to be. His dirty blonde hair stood at attention in the front and was cut short around the sides. His firm jawline was covered with a light, stubbly beard that James loved to feel rub against his skin. He too wore a button-down shirt, white, with khaki pants. His broad chest pressed against the shirt and his stomach, which curved out slightly, did as well. James couldn’t help but stare from behind as Brian led the way through the zoo.

The pair stopped at a large exhibit penned in by large fences and a deep moat meant to stop any animals that may try from getting close to the visitors. “The bear exhibit?” James furrowed his brow, “what’s wrong here?”

“I’m not sure just yet,” Brain took a look at his clipboard, “the admins are always terrible at marking down any malfunctions.” Brian paused for a moment, looked over James, and opened the gate to the exterior exhibit. “Can you go in there for me? I need an extra set of eyes on the outside so I can check for any changes.” Brian looked down at his watch and grimaced.

“Aren’t there bears in there?” James asked in confusion. Brian laughed and rolled his eyes.

“They’re all sleeping inside the facility, we don’t just leave them out here forever!” Brian pointed down at the moat. “There should be some grips on the wall that we use for emergencies to get down and up. Sound good?”

James nodded, entered the exhibit, and began making his way down. The gate in front of him closed with clang as Brian locked it once more and began walking to the facility side of the exhibit. James sighed and continued making his way down into the moat. He stopped for a moment as he made it to the bottom, breathing heavily even though the climb down was hardly a strenuous task. The warmth in his stomach pulsed, causing James to groan with slight nausea. Taking a deep breath, James shook his head and climbed up the other side of the moat.

Close up, the exhibit seemed much more natural. The grass was moist and the ground was soft. Spread around the area were wooden constructs made to blend in with the environment and provide the bears with a means to exercise, and right in the middle was a large tree that bore what seemed to be years of claw marks from bears staking their claim. Strangely, from its limbs hung two metal tubes, which swayed in the air about two feet from the ground. James made his way halfway to the tree when the warmth pulsed again with an immense strength, causing James to bend over, hands on his knees, with unease.

The warmth spread from his stomach, extending down his legs and up his chest to his feet and hands, slowly making its way up his neck and enveloping his head. Groaning, James placed a hand on his stomach and closed his eyes, but this time, the warmth wasn’t going away. For a moment, he was still.

The crack of leather being ripped apart made James’ eyes shoot open. Mouth agape, he looked down in horror as his shoes were destroyed by swelling feet that were slowly shifting, toes becoming thicker as leathery pads formed on the bottom. Reaching down, James stopped himself as the same was happening to his hands. Examining the changes with fear, it didn’t take him long to realize that his once dexterous hands were taking the form of clumsy paws. “B-Brian?!” He called into the air, surprised to find that his voice was getting deeper as his chest began to slowly expand, stretching the fabric of his shirt. The brown hair on his arms grew thicker and started moving up his hands and shoulders. Cupping his mouth to prepare another shout, James found his nose and mouth stretching forward into the shape of a stout muzzle, his tongue widening in his mouth and teeth sharpening and rearranging themselves. Though terrified, James felt a primal urge rage within him as his body expended copious amounts of energy to change: hunger.

His body still shifting, James bounded down on his newly formed paws in an odd, half-run, half-four-legged-sprint towards the tree. Extending his new claws, he scraped at the tree as he felt the muscles in his arms and legs bulging, the ends of his shirt and pants tearing at the seams as a button on the chest of his shirt flew off. The fur was a dense, milk-chocolate brown around his chest, differing from the darker shade that now covered his arms and legs, and was slowly sneaking its way to his neck and back. Feeling the warmth grow in his middle,

James looked down to see his stomach expanding, a thick layer of fat pressing against his shirt and snapping button after button off. His belly had yet to be covered with fur, leaving parts of his pinkish flesh exposed to the cold. Looking away from his expanding frame James noticed one of the tubes dangling in the air next to him, reached up and grabbed it, sitting down and leaning himself against the tree as his arms began to restructure into forelegs. Sniffing with his new, black nose, James found the familiar aroma of honey wafting from the tube, and quickly stuck it in his mouth.

Through an unknown triggering mechanism, two thin metal bands emerged from the tube, which James now realized was rather a hose, and wrapped themselves around his head, holding it in place in James’ maw. His eyes went wide as upon securing itself, honey began to pour rapidly from the hose. The unease that once filled James’ body from the transformation quickly turned to pleasure as the sweet nectar hit his tongue. The spread of fur began to rapidly speed up as the honey slid down his throat and into his stomach faster than he could keep up with. Eyes wide, James tried to tug the hose away, but to no avail. With no escape, James kept his paws on the hose, the young man now turning into a well-fed grizzly giving in to his hunger.

As the pace of his transformation quickened, James struggled to hold on to his mind. He could feel parts of himself slipping away into the hunger. He knew his name, or at least, his first name, and he knew Brian. He certainly knew that this wasn’t supposed to be happening, but as his humanity slowly started to fade, he knew he didn’t mind it. His eyes went wide once more as his pants snapped and fell off of his legs, making room for his new, thick bear thighs and behind, a small, nub of a tail forming as well. Though he couldn’t see much past the hose,

James growled with pleasure as he felt his balls expanding, growing larger, to the size of grapefruits as the warmth overtook his crotch. His cock, though not growing past its five and a half inches, grew thicker instead, its girth pressing warmly against his yet to be fur covered thighs. Through all of the pleasure, he could feel his cock leaking more than it ever had before.

Though the fur finally spread over his belly, it was still expanding. The button-down, having been torn open through his expansion, hung awkwardly against his belly, clinging tightly to his sides as it framed his stomach. The honey continued to force its way down his gullet as a feeling of fullness finally quelled his thoughts of hunger. His belly was large, even for a grizzly, a fatty, rotund stomach that blocked James’ view of the ground. Somehow, he knew that his growing size was no longer due to the transformation, but to the enormous amount of honey that was streaming into his stomach. Working off the change, his belly was quickly converting the sugary sweet substance into fat, piling it on as his hind and forelegs grew thicker along with his gut. James could feel his neck growing thicker and pressing against his cheeks as he looked downward. His thighs pressed softly against his massive balls, and he groaned with pleasure as fur finally covered his crotch. In his haze, James had hardly noticed his ears reshaping and moving to the top of his head. Beyond his growth, the rest of the transformation was complete. James leaned against the tree in defeat, honey starting to leak out of his mouth and onto his thickening neck, chest, and belly. James rubbed his belly as it grew, spreading the leaking honey against his thick fur. New folds formed at his sides as his gut began to slosh into his lap, covering and teasing his crotch.

James was about to close his eyes when he heard the sound of slamming metal. Looking to his right, the grizzly saw Brian approaching from the attached facility. He laughed and smiled widely, taking in his new creation.

Face to face James was now a foot taller than Brian, and much bigger too. Excited, Brian slapped James’ belly, sending a quiver through his body as his new and growing fat shook. “Looking great James,” Brian chided, rubbing the bear’s massive belly. James growled, but slowly began to whimper in pleasure as Brian squeezed his sides. Brian continued rubbing the bear’s expanding gut, pressing James’ fat down against his crotch and kneading. James moaned loudly, the pleasure of growing combined with the pressure and expanding weight on his cock and balls tipping him over the edge to climax. James’ balls contracted as he spewed cum against his underbelly, coating his fur with a mixture of cum and honey as it continued to stream out stronger than he had ever experienced as a human.

Half-panting, half-trying to keep up with the honey careening down his throat as he recovered from the climax, James looked down at Brian, who was massaging his gut.

“You’re going to be a great bear,” Brian said, “but first let’s take this off.” Brian whipped out a pocket knife and cut James free of his button down, which was hardly covering any bit of his belly at all. “And,” Brian continued with a wicked smile, “let’s turn the speed up on this thing a bit, shall we?” Brian moved a hand to a dial on the hose, causing it to sputter as the honey poured faster and faster down James’ throat. Brian patted James’ belly once more, pressing his hand against his taut, growing gut. “You’ll be the biggest of them all.”

Closing his eyes, James realized there was no way out, and no telling just how big Brian would make him. Casting away futile fears, the grizzly smiled, growled softly to himself, and grew.