The two watched as their changes progressed.
Andy's body grew, muscle covered his progressively furry body. But he seemed to be taking a more stocky 'fire plug' shape compared to Greg.
Greg was growing taller, muscled to be sure, but he seemed taller by comparison than wide.
Hair covered both now. Greg had grown a full thick two inch beard that was auburn with red brown body fur just a shade darker.
Andy, just as hairy, had a jet black two inch beard, thick, full and high on his cheeks. Andy and Greg both grew a layer of fat over their new muscles.
Their groans grew deeper as the changes continued. Greg's voice settled into a rich, resonant bass and Andy's settled into a baritone. Both young men, though now they looked to be 35 and approaching middle age, sported huge erections and as expected, Greg's was thicker and longer than Andy's, but not by much. Greg finished off at about 11 inches and Andy not far behind at 10. Andy's was thicker, but neither could be called a 'pencil dick'.
Passion flared as they looked at each other's cocks and then back into each other's eyes. Greg made the first move, pulling the shorter man into a bear hug, forcing his tongue down Andy's throat.
Their erections pressed against each other, Andy began humping into Greg's crotch. The pair continued to kiss as changes continued. Full body fur covered them, their hands grew more paw-like but did not loose dexterity as the thumbs remained. Their faces pushed out into short muzzles, not as long as their animal counterparts, but definitely muzzles. Short stubby tails grew from the bases of their spines as their transformations finished up.
Greg stood 7 and a half feet over his shorter companion. Andy was 6 foot even. Andy, stout and muscular rubbed his thick cock faster and faster against Greg's and finally shot all over the taller bear, moaning in pleasure as it plastered their fur. Greg, catching the scent gripped his partner tightly, bit into his shoulder and shot a thick load of hot werebear sperm into Andy's belly fur. Greg released his clamped jaws and licked at the blood. Quickly, Andy's wound healed as if it had never been there.
The two almost collapsed, but managed to hold each other upright until they recovered. The two separated and looked each other over, both filled with awe.
Greg, already beginning to recharge, growled lowly, "Let's find a bed and do this right."
Andy rumbled in his pleasing baritone, "I'm for that!"
The two made their way into Andy's bedroom and lay together, both began cleaning the werebear sperm out of their partner's fur, eventually 69ing to clean each other's cocks. Greg was ready to shoot when he pulled off of Andy and pulled his cock out of Andy's muzzle and moved face to face with the smaller bear.
Andy asked, "What's wrong?"
"Nothin', I just don't want to shoot my load down your throat." Greg said.
"We've already licked each other clean." Andy replied.
"Yes, but I want to give you my seed at your other end." Greg growled with lust.
Andy's eyes grew wide. "But that will hurt!" Andy said with a twinge of fear.
"It might, but it's gonna feel good too and as fast as that shoulder of yours healed, I bet you'll get over it pretty quick." Greg said.
Greg quickly pinned the smaller bear and began kissing him again, his cock rubbing against Andy's anus. Andy at first squirmed, but as his lust began to rise he stilled.
Greg growled, "Are you ready buddy?"
Andy replied, "I think I'm ready, just take it easy, OK?"
Greg smiled a toothy smile, "I'll be easy, push out like you're taking a shit."
Andy followed the instruction and Greg pushed at the hole. Slowly, Greg's flared glans pushed past the first ring. Andy let out a low growl and winced, Greg stopped. Andy panted and tried to relax. After a few moments the pain subsided and he nodded and Greg pushed and Andy pushed and suddenly Greg sunk hilt deep. Andy let out a yowl of pain and Greg moaned in pleasure.
For the next several minutes Greg didn't move, he kissed Andy, licked his furry muzzle and suckled his furry nipples. Greg made soothing growling noises and Andy relaxed. His cock, to his surprise was at full mast and needed attention. Greg began to withdraw and then force his cock back in, slowly at first, then faster and faster until he was slamming into Andy, growling like the beast his was. He humped faster and faster, Andy gripped his thick cock and fisted himself as he was fucked. The deep growling and grunting came to a crescendo as the pair came simultaneously. The two shuddered and spasmed as they lost themselves to their orgasms.
Eventually Greg dropped down, covering Andy, hugging him closely, kissing and licking him with his long Grizzly tongue. He muttered soft sweet words to his lover and slowly the pair sunk into a deep sleep, Greg's softened cock still inside Andy's ass.
********
The next morning Greg woke. Andy was kissing his face. Andy wasn't a bear anymore and from the looks of things, neither was Greg.
"Mornin' buddy." Andy said in his new deeper voice.
"Mornin'" Greg replied in his deeper bass.
The pair kissed and Greg pulled out of Andy's ass.
"Well," Greg said, "aren't you a handsome fuck?"
Andy smiled, "You're not too bad yourself. Let's go see what we look like!"
With that the pair kissed again and then got up to go into the bathroom.
The two looked in awe at their new forms:
Greg was 6'6", well muscled but also nicely padded as a bear would be, covered in auburn body hair with a thick red beard. Here and there, like just below his lower lip and through his mustache, Greg's red had blond mixed into his beard. His hazel eyes were more green than brown.
Andy was shorter, 5'8" with more muscle for his size than Greg giving him a thick wrestler's build. He too had a nice layer of fat covering his broad frame. His belly was a bit rounder and his body was covered in dense black hair. His long beard was jet black and his eyes were denim blue.
The two might have thought, up until their change, that looking like this was undesirable, but now... with their new werebear sensibilities, they viewed each other with lust.
Greg pulled his partner to his side in a hug and kissed the top of his head.
Andy's face knitted with concern, "What are we gonna do, Greg?"
Greg asked, "About what?"
"Well," Andy said, "my folks are out of town, but they're coming back eventually. We don't look like the kids we were and, really, we're not the same people we were anymore... we're not even the same species anymore. I mean, we're werebears now... what are we gonna do?"