I could feel my heart pounding in my chest, the blood rushing through my ears almost drowning out the quiet sounds of the unusually warm winter's night. A sweet, ripe smell filled the air around the iron trash can I had flung myself behind when I had heard an unusual yell. I liked to walk in the park by myself, especially at night when nobody was around, but this place could be dangerous at night. I always thought it better safe than sorry.

My eyes were locked on a man no older than myself standing only a couple dozen yards away from me. His arms were subdued by two rather unusual looking figures. I couldn't quite put my finger on what was so odd about them, though. I wondered what they were going to do to the man, and wondered if the man had done anything to deserve it. I guess that was what kept me from leaping out and stopping them. That, and the possibility of winding up hurt, or worse.

They stuffed something in his mouth and I could no longer hear his protests and yells for help. A strike of guilt ran through me that I was happy I didn't have to listen anymore. It seemed much easier now for me to just hide, watch, and hope for the beast for the poor guy.

That was when I saw the third figure approach. He was larger than the other two, bulkier too. He reminded me of one of those men I had seen pulling trucks and buses for sport on the television. Muscular arms, muscular legs and a rounded gut. A being of true power and someone I would rather avoid at all costs, especially in this situation.

I gasped when he walked under one of the lights lining various walking paths in the part. I suddenly knew what it was about the other two that I had found strange. The man was impossibly hairy. His head, his exposed forearms and even his hands and feet were all hairy. No, furry. His ears were on top of his head head, not at the side like they should be. They were small, rounded. His mouth was extended outward.

The profile looked more like it belonged to a bear, not to a man.

I had the sudden urge to run then and there, but my legs would not respond to any of my desires. It was probably a good thing, too, no telling if these creatures would be able to run faster than he could if they saw him. I thought it best to stay where I was, my eyes fixed on the helpless man caught by three human-like bears.

I could only hear a few words throughout the conversation as the largest of the bears spoke to the captured man. The man shook and nodded his head vigorously in response, no longer struggling against his captors. I found myself leaning in a little more, trying to get a better glimpse of what was going on. I do not know why, but I could not take my eyes off the scene.

Not even when the large bear started removing his shorts. My eyes nearly bulged when I looked at that package. It was quite possibly the biggest cock I had ever seen resting on top of a large pair of round testicles. Even at my distance, I could see it quite well.

The others soon followed, all of them taking turns stripping down so as not to lose their victim. The largest of the bears, who appeared to be the leader of the group, stood in front of the victim as the other two stood to his side. One of the bears almost blocked my view of the human, but I could clearly see his short tail swaying over his rump. There was no doubt about their animalistic nature.

The larger bear reached in front of him and grabbed the back of the man's head, pressing it into his crotch. The man squirmed around and tried to pull himself away, but the bear was just too strong for him. I felt disgusted, but at the same time, I was still curious.

Even more so when the largest bear let the man pull away.

All I could see was a silhouette of the man's face, but it didn't look right. His mouth extended from his face just a bit. His jaw hung open, revealing a set of sharp teeth filing his mouth. I watched as the man who had been protesting so vehemently before grabbed the bear's shaft in his hand and started sucking on it.

The others to his side were stroking their own shafts while they watched the scene before them. My curiosity was piqued further than it ever had been before and I leaned in, trying to get a better look at what was going on. I could even hear the faint sounds of moaning and grunting from all four males as they clearly were enjoying what was happening.

I watched in shock as rounded ears sprouted on the man's head and a tail grew out from his spine. Much of what was happening was obscured by the darkness, but still I continued to watch. It was not long before the bear held the man's head in his hands again, pressing him to his crotch. This time the bear's dick was buried root deep into that mouth, but the man seemed to take it easily.

The other two bears let their loads go, the man's skin glistening wherever the seed hit before somehow, I couldn't see the cum any longer. The man was helped to his feet and I was surprised at how much bigger he was. Not just taller, but he seemed thicker than he had been.

My heart skipped a beat as they started walking towards the trash cans I was hiding behind. I quickly placed my back to them, hoping they were tall enough to obscure me from view. The bears were getting closer and they were laughing and having a good time. The man they had caught was no longer, instead he was like the rest if not the same coloring.

Thoughts in my mind raced as I thought about the scene I had just observed. I could feel a slight pressure in my pants as my cock began to stiffen. They were now almost right on top of me and I was sure they could not see me. My nose was no longer assaulted with the smell of trash, though. All I could smell was something distinctly masculine.

I was unsure what possessed me, but as soon as the big, burly bear was close enough, I stood from behind the trashcan and looked him straight in the eye. I have to admit I was scared, I was even shaking just as bit as I came our from around the can and stood in front of him.

"I...I saw everything you did." I said with a shaking voice. The bear just looked at me with a level stare and ad grin formed on his face as he motioned for his three goons to halt. He crossed his arms over his chest and chuckled softly.

"Is that so, kid?" He spoke in a deep voice that commanded respect. "And what are you going to do about it, go to the cops or something?" He laughed loudly enough the others joined in as well.

"I...uh, I..." I stammered before I took a step forward and fell to my knees in a fluid motion, planting my face into those over-sized balls as I took a deep breath. I found my tongue drawing over one of the rounded masses contained in the giant furry scrotum before I looked up at the bear, a slutty grin on my face.

"Dirty cock slut." The bear murmured and twisted his hips, his meaty, mostly flaccid cock slapping across my cheek. It left a warm trail of preseed from my ear to my chin as I flicked my tongue out to taste the musky, salty liquid.

I could feel my face itching where that trail had been as fur sprouted from newly formed follicle. I just grabbed his dick on the return swing and gave it a firm tug before planting my lips on the hooded head, letting my tongue run along his piss slit. A moan escaped my lips at the masculine taste suddenly filling my mouth.

I could hear the bear moaning softly, his dick growing in my hands as I squeezed and stroked the shaft. I slipped my tongue past the foreskin to lick around the soft glans, finding the taste surprisingly clean yet manly.

"Fuck, boy...ain't had such an eager cocksucker in ages." The bear moaned which drove me on. My mind filled with thoughts of pleasuring this massive male to the fullest of my ability. As his thick, salty preseed spilled over my tongue, I could feel it widen in my mouth. My jaw was aching like I had just finished a long blow job on a thick, meaty dick.

I locked my lips around the bear's shaft and groaned against his glans as I felt my mouth pushing outward into a distinct muzzle. The smell of the large bear in front of me was somehow more powerful, the musk distinct from the other bears surrounding me. In fact, I could make out which scent belonged to whom now, but I found myself inexplicably drawn to the largest bear.

Even my teeth began to change while I slurped at that cock, trying to adjust to my new muzzle. My canines grew longer and sharper, eventually scraping against the bear's shaft as he growled deeply and pulled out. I felt another slap of his gargantuan cock against my face and recoiled at the force before I felt his large, strong hand around my neck.

He picked me up effortlessly, my breathing instantly becoming strained. The more I kicked my feet which dangled inches above the ground, the worse I felt too. I went as limp as a doll in his hand and stared into those deep, yellow eyes of his. Oddly enough, despite my strained breathing, I could feel my throbbing dick grow harder than it ever had in my life.

"I'll let the teeth thing slide on account of your new maw." He said in a low rumble, his lips curled into a sneer. "But if you ever do that again, I"ll make sure you ain't got teeth to make the mistake a third time. Got it, cock slut?"

I could feel my Adam's apple against his palm as I swallowed hard and tried to speak. Nothing came out but a wheeze, so I nodded as best I could and was soon dropped to the ground Specks filled my vision as I gasped for air.

"So tell me, cub, how eager are ya to join us?" The bear asked as he crossed his arms over his broad chest, just above his rounded belly.

"V...very eager." I said, looking towards the ground. "Sir." The title somehow fit the situation, and I was sure it pleased the leader of the group. But with the silence that followed, I grew more and more anxious before I replied yet again. "I'd do anything you ask of me for even a moment's touch of your cock to my lips. To lick your feet. To even gaze at your perfect body, Sir."

The words spilled from my mouth as I said them and I heard a chuckle from the other bears around me. I could feel my cheeks growing flush, the fur that was growing there thankfully hiding their redness. It was the truth though, now more than ever. My transformation had already begun, and I would not allow it to stop only half way.

"On your knees, cub." The leader commanded and I followed, falling quick enough I nearly hurt myself. I watched as he turned around, his short tail swaying above a jiggly, fat and furry rump. "Then eat me out." The leader laughed, pressing his ass forcefully into my face.

I was disgusted by the idea at first, but as that ass touched my face – the cheeks splitting around my muzzle – I instantly forced my large, hot tongue from my new muzzle and licked along the furry trail until I felt warm, puckered flesh. What I had thought would be disgusting was the best thing that happened all night.

His asshole was so warm and tight, the fur around it soft. The taste was not at all unpleasant, but definitely masculine. I could not get enough as I lapped eagerly at his pucker. I was rewarded by a soft groan from the leader, my cock twitching at the mere thought of giving this god of a bear even a moment's pleasure.

My tongue curled, pressing against he bear's opening. It resisted at first, his pucker almost too tight for my tongue. Eventually, it gave way and my tongue advanced further in. I could see the leader curling his toes into the sidewalk, his thick claws scratching the concrete as he did. He let out another, loud groan of pleasure and grabbed his own cock, pumping it in his fist.

I ate out the leader's asshole for several minutes, listening to his pleased sounds and enjoying the warmth of that pleasantly plump rear. It came to no surprise to me when I whimpered as he pulled away and turned back to me.

His foreskin no longer stretched over his glans but was pealed behind them, the head of his shaft thick and swollen as it stared back at me. It drooled globs of pre which landed on my knees and soaked into my pants. I had the nerve to look into those eyes, the bear's expression was one of bliss.

"Damn, I can't believe how lucky I am to find such a dirty slut like you, cubby." The bear ran his large hand through my hair and I just smiled. For some reason, I now lived for those kinds of complements. I could even feel myself growing hornier just having heard one.

He bend over me, his belly resting against my head as he grabbed the bottom of my shirt and lifted it over my head. I raised my arms, the collar catching on my new muzzle before the t-shirt was tossed into the garbage can beside me. He raised one foot up, pressing it against my crotch as he smiled.

"Good little cockwarmers don't wear any clothes." He said and I immediately stood up, thumbs thrust into my pants before I tugged them down along with my boxers. Where his preseed had soaked into my jeans, I had a light layer of tan pelt growing across my skin.

I felt his hands grab my wrists and he spun me around, bringing my wrists to my back. He easily held them together using one hand as he pushed me towards one of the park benches not too far from my former hiding place. I was bend over the back of it, my asshole exposed to the cool night air.

I felt a shiver run down my spine as his thick slab of man meat laid across my crack, his cock dribbling on my lower back. A pressure built at my spine and I grunted softly as a nub pushed out from its end. The nub grew into a short tail, fur sprouting over it as I wagged the tail back and forth across the bear's slimy glans.

He rocked his hips back and forth with slow, easy motions. My cleft spread open each time his cock slid over it until I could feel the warmth of his manhood on my tailhole. I hadn't realized just how needy I was for that sort of thing, but I could feel an emptiness inside of me. One I knew only the leader could fill.

I turned my head to him with a pouty look and whimpered softly as he teased me. I needed that dick, I needed to feel him inside of my body. Most of all, I needed his cum. I breathed heavily and spread my legs out, all the while fur grew on my rump.

My body itched all over, but the moment the leader – my alpha – smeared his cockhead against my awaiting, tight pucker I forgot all about my discomfort. I could feel my ass getting physically bigger as extra padding grew underneath the skin. But I couldn't see the expanding of my pucker as it grew darker, its width more accommodating to the huge shaft that teased me to the point of begging.

He gave it to me, finally.

My pucker spread open as his dick speared my ass. I could feel a burning discomfort for only a moment until that thick head rolled over my prostate. My eyes bulged out of my skull and I cried out in ecstasy, I could even feel my own dick dangling below me, throbbing as beads of pre dripped onto the concrete below.

Something went wrong with my hearing as every sound suddenly dulled, like somebody plugged them. They shifted on my head, migrating upwards as the cartilage reshaped them into rounded mounds on top of my head. Fur was sprouting all over my face, leaving a dense pelt I could only see on my new muzzle. It grew longer on my chin, the brown fur turning black as I grew the animal equivalent of a goatee.

By the time my hearing came back, the alpha was grunting into my new ears. Each pound of my ass caused my dick to slap against my belly while his balls slapped into mine. As big as he was when he was in my mouth, that tool felt even bigger inside of my ass. I never would have imagined being able to take it all, but with the way his crotch smacked into my cheeks, he made it seem effortless.

The way his cock pulsed against the smooth, silken walls of my passage, the slight curves that stretched my tailhole in ripples and rolling of that length against my prostate quickly brought me into pure submission. I had said I would do anything for my alpha, and now I knew just how strongly I meant it. I was experiencing the ultimate bliss in my life, what I would strive for.

I watched my knuckles turn white as I gripped the back of the park bench tight, that brown fur soon spreading across my forearms and to my wrists. My nails were growing thicker and darker, growing in length while my fingers grew a bit fatter. The nails grew to a point, creating claws that tipped the end of my new furry fingers.

I could tell the same was happening to my feet, but something else was different. I could feel the texture of the concrete below me changing somehow. I could feel just how much grip I had, and my feet no longer ached from the pressure of the larger bear on top of me. Later, I would find out that my feet had thick pads on them.

I heard a soft thud beside me and hung my head between my shoulders. My alpha had put his foot up on the bench, causing it to creek just a bit as he changed the angle of his fucking. My eyes rolled into the back of my head and I let out a long, low groan as he pounded even harder than he had been, abusing my ass for his own need.

That moan turned into a cry of lust when my alpha took my shoulder into his maw and bit down. He did not draw blood, but the pressure from his teeth did hurt. In a good way. My cock pulsed heavily as I tried to adjust to the weight above me. I could feel my balls pulling up against my body. I could feel that familiar pressure in my loins as the bear above dominated me.

I wanted to last longer, but even without touching myself, I was driven over the edge. I dug my claws into the wood of the park bench, nearly cracking it in half as I roar. My seed exploded over the bench, splattering as it hit. My prostate pulsed against my alpha's bear meat while my ring clamped down.

All I heard was a muffled groan from around my shoulder before my alpha slammed into me one last time. His seed splattered against the walls of my passage. I could feel the heat as he filled me with his potent seed. It tingled inside of me, filling me up until I felt bloated.

I growled as I felt my body begin to tense again. My spine and knees ached as I grew taller. My belly swelling outward to hang just a little over my waist. My whole body became more rounded, losing the athletic build I had before in favor of something I found far sexier.

My new build came in handy as my alpha collapsed onto my back, panting softly with his dick still lodged into my ass. I could feel it softening as I panted myself, some of his warm cum spilling out the sides of his cock to dribble down my furry legs and balls.

It was not long before he slipped out of me. My ass felt empty. "More." I breathed as I wiggled my ass against his crotch, but his cock was still limp. He laughed, erected himself before he patted me on the back.

"Y'here that, guys. Our new cockwhore wants more." The others laughed, but one of the dark furred grizzlies stepped forward, pulling a thin, silk jock to the side as he stroked his member. I could only smile, looking around at the others all with giant bulges in their pants. I would get my wish for more. Over, and over, and over again.

"Welcome to the gang." My alpha said as he stepped away, my dripping, wet, exposed tailhole ready for the slab of bear meat.