Eric had located the cave earlier and thought it would be cool to camp out there with his friends from school who were all in his scout troop. They had decided to camp out alone and not tell Ian or the other boys were they were going. Nathan was curious as to were they were off to after Ian turned in for the night. Annoyed but still having to let someone know were they were, Eric told Nathan that they would be camping over by the cave in the woods to the North. Heading off the 5 boys decided it would be even more scary if they were to sleep inside the cave. They went in cautiously and found it to have a narrow opening which would allow them to get in one at a time but had a wide back area that was cool and a little damp. They got a fire going and told horror stories before turning in for the night. They all went to sleep in their uniforms. Some with their shirts off and the like. Outside a large dark figure was sniffing and slowly approaching the entrance of the cave. The dieing fire shot a low light from the cave entrance. The dark figure poked its head into the cave and sniffed continually, revealing in the light that it was a large grizzly bear. The bear moved into the cave entrance and sat on its rump revealing it's sex in the light. Slowly slipping its paw in and out of its clit. She was lustfully aware of the boys in the cave and wanted them to fill her need. She couldn't have them all at once, her intent was to savor each one slowly. She moved in slowly coming up to her first victim. Tod was sleeping on top of his sleeping bag, his short blond cut visible as he was turned from her. Moving closer she sniffed at his rear and was intoxicated by the boys scent. She slowly moved to pick him up, pulling him up into her big arms. He was quickly awaken by this movement and yelled out in fright. The other boys were up and alert and were horrified by what they were seeing, a giant bear had Tod in its arms and was moving to the cave entrance. Trapped, The other 4 boys moved back as far as they could in the cave and watched fearfully as the bear sat down still holding onto a struggling Tod. She looked over to the other boys. Soon they will all be hers. Turning her attention back onto the feisty stud in her arms she looked into his beautiful blue eyes, filled with fear. He was wearing his Boy Scout uniform still. She didn't like the items on him at all and began to tear the shirt off of her prize, he screamed again in fear (thinking she was going to eat him). Revealing a white muscly chest for someone his age. "Uhhmmm" she murmured as she smelled and began to caress his body. Confusion and fear was all that was going on in Tod's mind as he was being caressed by a bear. The boys watched as well to this confusing spectacle, as the female bear began to slide her tongue up Tod's chest. She shifted her position and the boys could no longer see Tod. She slowly moved her way up his chest sucking and licking the sweet taste of his body. Tod began to moan as she concentrated on his nipples, but still trying to push her away. She held him with just one arm now as she moved her other paw to her nether regions. Reaching under and slipping her hand into her opening she withdrew it covered in her fluids. Placing her paw on his chest she wiped the fluids onto it very slowly. Tod gave out panicked whimpers as she did this, still struggling to get away but unable to break her grip on him. Moving her head once again back to his chest she began to lick and suck the fluids she had just lathered him with. Tod moaned and relaxed at this slower more thorough investigation of his chest, and her movement down to his pant line. Licking her way back to his face she looked into his light blue eyes and wanted him even more. Her paw moved in to his pants and began to grind against his underwear as her face moved closer to his. He pulled his face away and tried to resist. Taking hold of his head she forced him to face her. Looking at him again she moved her muzzle right up against his mouth and began to salivation and lick his lips. He would not let her large and powerful tongue into his mouth but she persisted and finally invaded his sweet mouth and began to spread her fluids into him. Tod was now being bombarded by her scent and it was beginning to arouse him, he tried to fight it by picturing a hot varsity cheerleader whom he had feelings for. Only to have it corrupted by her slow transformation the Cheerleader moved her hand down underneath her skirt and slid her panties down, smiling and giggling at Tod, coaxing him closer he moved down to her under area and began to lick her opening. He didn't notice her blackening nails or the golden brown hairs that were spreading all over her. Intoxicated by her smell he continued to probe her opening with his tongue. She watched in ecstasy as the boy moved down to her sex and began to probe and suck it, his blue eyes glazed over. Pleasing her more was watching his body, his muscles began to expand and enlarge his neck growing thicker and his ears rounding and more handsome than the human ones he had. His chest was slowly getting covered in his new blond fur. The cheerleader was now in the cave holding him as he sucked on her now more ursine sex not wondering at the length and size his tongue had gotten to or the fact that she was now fully covered in fur, her outfit barely holding together. Her face now sporting a muzzle and a hot black nose, she repositioned to allow you to continue on her sex and butt hole that had moved to just under her stub tail. Tod began to penetrate her tail hole with his tongue the smell and taste was driving him on faster. Her ass began to enlarge finally tearing her skirt into pieces. The wet and need bear girl then got on all fours and reared her wet and waiting sex in Tod's face. She gazed into his blue eyes again to find that they were no longer glazed, her position was the same as the Cheerleader for that is how she turned him. He was now about 7 feet tall and his pants were straining against his fur and muscle. Gazing down to his large bulge that was stretching the fabric of his pants even more, a large musky smelling bulge that she wanted. Tod looked down lustfully at the female and then turned his gaze on his uncomfortable predicament down below. A blond sheath was just sticking out of his pants with his reddish equipment just taking a peak. He moved his muscly frame down at the pain and moved his large hand paws towards the zipper of his pants. He slowly slid the zipper down which was forcefully and quickly replaced by his furry sheath. He still kept the remnants of his pants and torn underwear on a tearing noise from behind as his rear end pushed out more against the back of his pants, revealing his nubby tail and tail hole surrounded by a forest of blond fur. She caught his attention when she slid her wonderful tongue up his sheath. His hybrid ursine-human member was fully alert. She wanted his beautiful organ inside her and quickly rubbed her rear against his crotch. He wasn't about to refuse and grabbed onto her chest and slid his new organ into her waiting sex. Moaning and grunting as they reveled in their pleasure. Tod thrusting faster and faster into this hot female bear. The boys were shocked by what they were seeing Tod was moaning and grunting all the while but now Tod was a mix of himself and the animal that he was now satisfying. Still paralyzed with fear they had watched him change slowly over time, seeing him unzip his pants and let loose his large organ. Scared and fearful of what would be happening to them next.