The Lessons of Love

Story by Furio on SoFurry

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DISCLAIMERS AND STUFF: Please read first!

This story contains fictional homosexual/homoerotic material, between one male 45-year-old bear, and one 13-year-old bear cub, who is his son. Although it contains no actual "sex" between the two, it DOES contain masturbation, mutual masturbation, kissing, undressing, intimate touch, and nudity. Please DO NOT READ THIS if any of these things do not interest you!

On the other hand/paw/flipper, if you DO have interest in these things, then please continue reading. Leave a comment and criticism, too, as I love to get them!

The Lessons of Love

By Furio

11/21/2009

To Dan, my dad, and all papa bears and cubs who believe in real love.

"You fucking, twisted piece of ugly SHIT."

He growled menacingly at the huge, disgusting bear that he was looking at, hating him completely for what he wanted to do today. It didn't help; the 45-year-old bear in the mirror just growled menacingly in return, looking even more twisted and ugly to him.

Arlen had been in this position for nearly half an hour, struggling with his brain, with the source of his internal conflict next door, quietly playing video games, or reading comic books, completely unaware of what could happen today.

On one paw, Arlen saw this task as absolutely necessary. It would protect his son from predators, make him much wiser than others around him, and help him to grow mature for his age, just like it had worked with himself and his own father, according to the stories he was told.

On the other, it could completely scar his son for life.

Even worse, it could cause something ELSE to happen...something he so intensely feared.

These alternative results were enough to make Arlen want to strangle the ugly reflection in the mirror. He hated what he saw: 600 pounds of huge, ursine muscle and fat, an enormous belly, slightly larger than most bears he knew, and just a physique that seemed to be more dominating and frightening than endearing. He could only imagine what this would look like to Derrick, his son, when he...

"UGH!" he suddenly growled, putting a paw to his face. He vigorously tried to calm himself, remembering how his own experience was.

It was frightening....it was so unusual and weird...and yet, his father....his father never once hurt him.

He lowered his paw to his mouth in a thoughtful expression, quickly trying to think things through. That was the ticket. He had to make ABSOLUTELY SURE that his son would not be hurt in any of this. He needed to give full control to Derrick, and make certain that his cub was comfortable in every way.

Arlen sighed. He truly did care for Derrick. Being one of the last significant people in his life, he sometimes spoiled him, making sure that their relationship was friendly and honest. However, he knew Derrick was still often intimidated by him and his size. Even Arlen's own father wasn't as big as he was. He looked down at his shirt-covered gut and placed both paws on it.

It was warm.

The heat immediately went to his head, and he started breathing heavily, almost nearing hyperventilation. His belly grew and shrank with much force, as if something was growing inside it. He closed his eyes and growled angrily, trying to calm himself down. [Not now...], he thought. After a few minutes, his breathing returned to normal, and his belly returned to its normal temperature.

He opened his eyes and looked back at the mirrored bear. It was no use-he was still frightened and rather upset.

Derrick was thirteen, which was definitely a young age to be learning this kind of stuff. But his reasoning for choosing this moment was because he wanted to be the FIRST source whom Derrick learned anything from, rather than a secondary source, compared to kids at school who didn't know jack-shit about their bodies or desires. He would much rather have Derrick learn these things from someone much wiser, and with more experience. It seemed only appropriate that his own father would be the one.

But still, the civilized part of his brain screamed at him, "THIRTEEN??!!!"

Arlen growled in frustration and put his paws on the dresser, bowing his head and trying to fight back his fears.

But he couldn't turn back. This was it. Today was the day that everything in his son's life would change. He promised his father...even his grandfather. He would carry on this legacy that few others would even dare to THINK about...

...he would teach him.

Derrick flipped through the comic idly, looking at the clashing heroes with much envy and longing. It was one he had read many times before, but was getting rather boring. It was one thing to READ about heroes. It was more important to BE one himself, or heck, to even KNOW one.

A soft knock on his bedroom door interrupted his thoughts. "Dad?"

"Can I come in, Der?"

Derrick suddenly felt incredibly cold, despite the fur on his body that was already beginning to recently thicken for some reason. It was his father. And for his father to want to talk to him only meant trouble.

"Uh...y-yeah, dad. Come in."

The door opened, and in walked his huge ursine father. Arlen was still rather an imposing figure to his son, and all Derrick felt was much fear and angst, quickly trying to think of what he had done wrong in the past week. Maybe there were chores he forgot to do or something.

"Hey, little squirt," said Arlen quietly, trying to give a friendly smile.

Derrick giggled. His dad would often call him that, and it just sounded so silly. "Hey, dad. Wh-what's up?"

The father looked down at his son for quite a while, and Derrick realized that his father seemed to be looking more scared and nervous than he himself was. "Just...just wanted to talk with you a bit, is that okay?"

Derrick sighed and put down his comic book, swinging his shorter legs on the side of the bed to sit on it, paws in his lap, head bowed. He took a deep breath and prepared himself for the long sermon. "Am I in trouble?" he asked quietly.

"Absolutely not," said Arlen firmly. Unfortunately, this didn't seem to help.

"Is it....about mom?" said the cub, even more quietly.

Arlen sighed deeply. "No, son...it's not."

"Is she coming back?" Derrick turned his head to look into his father's eyes.

Arlen's heart beat hard as those brownish-black eyes stared deep into his. He felt a twinge of something inside his gut, but took a deep breath, doing his best to not feel anything inappropriate at this moment. "Der....I'm sorry....I still don't know....but...well, I'm just very very sorry."

Both bears were quiet for some time. The mother had been quite the abuser of alcohol and left them only last month, presumably for someone else. It had hurt both of them badly, but at the same time, helped Arlen realize the true responsibility he had for his son. It could have been a blessing in disguise, but it was too good a disguise at this time.

Arlen took a deep breath. "May I...sit down, son?"

Derrick moved further up the bed towards the pillows, giving his father room to sit on the mattress, which was firm and large enough to support his heavy weight, as were most mattresses designed for bears. Still, he sat down very carefully and lightly. He wanted to remain completely tender with his son through this whole task.

Both bears sat in the same position. Paws clasped in their laps, heads bowed, looking down at their footpaws. Only Derrick dared to turn to look at his father, who seemed more entrenched in thought than he had ever seen him before.

After a minute of even more uncomfortable silence, Arlen breathed deeply again, his gut moving slowly with his inhalation. "Son...today is an extremely important day in your life."

Derrick said nothing for a few seconds, but then whispered, "My...birthday?"

Arlen grinned across his muzzle. Gods above, was his son innocent. And to think that HE was going to completely destroy that today...the shame. He put his face in his paws and growled quietly.

"No...no, son, it isn't....but....I....I mean...." [Dammit, this was more difficult than I imagined,] he thought.

Finally he straightened himself on the bed and turned to face his son. "Der, I need you to promise me something, right now."

Derrick still looked rather confused and a bit frightened, but he nodded quietly, looking into his father's eyes.

"If....Well, I'm going to tell you some things...and....and do some things here....and if I....if you....if you are in ANY WAY frightened or uncomfortable, I want you to tell me to stop, and I promise," Here he put a paw on his buttoned shirt, over his rapidly beating heart, "I promise that I will stop immediately...will you promise me that, son?"

[Ugh, that sounded far too creepy,] thought Arlen.

But Derrick was very still, and nodded quietly. "I...I promise, dad..." He looked even more confused, and Arlen could tell that he was getting more nervous, too.

"Der, please give me your paw."

The young cub slowly raised his right paw to his father, who took it in his much larger right paw, and slowly covering it with his left, fondly remembering his own father doing the same action to him when HE was a cub. The resulting sense of warmth and protection seemed to flood his own being, helping him relax. He opened his muzzle and carefully formed his words.

"What I am about to tell you may be one of the most important and amazing things you may ever hear in your life...and I swear on...on everything....that I will NOT hurt you. In fact, I will give YOU full control in this room. Do you understand, son?"

He was so hoping for his son to calm down and say, "Yes," but was hurt slightly when he said instead, "Dad, I'm so confused."

Arlen gave his son's paw a gentle squeeze, and then let it go, standing up to face the door, putting his paws in his pockets. "Derrick, I'm sorry. I don't mean to sound weird or confusing...but this is something very important that I need to talk to you about. Grandpa did it for me when I was a cub, and even his father did it for him. Do you understand that?"

He turned to look at his son, who finally nodded, seeming to be a bit calmer after hearing about Grandpa. Arlen smiled, knowing that the cub and his father were always close and on good terms whenever they went to visit. The older male bears in his family were always good mentors. Arlen only hoped that he could prove that today in himself.

"Good," said Arlen. He turned again to move to the door and gently closed it. He swallowed, knowing that this simple action would probably freak his son out even more, so he resisted locking it, reminding himself to let his son go whenever he wanted.

He did not turn from the door. This was it. No going back.

"Der," he whispered, rather hoarsely, "How much...do you know about....your body?"

"My...body?" asked the cub quietly.

"Yes," said Arlen, wishing this moment was already over. "How much do you know about it?"

"You mean...in school?"

Arlen nodded. "What have you been learning recently?"

Derrick shrugged, trying to remember his recent classes. "Uh...well, we're learning about the heart and lungs...and about the skeleton and what bones are made of. I think we're learning about marrow now and...and health and stuff. You know, like food and vitamins."

Arlen nodded again, turning slightly from the door. "That's good, that's very good. And your classmates? Do they talk about...their bodies or anything?"

Derrick found the question very confusing. "Uh...whaddya mean, dad?"

The huge father bear chuckled. "Don't tell me any names...just...does anyone talk about anything they....do at home? I mean, with their bodies?"

"Uh...no...I...I don't know, dad," said Derrick quietly.

Arlen smiled. "It's okay, son. I just wanted to make sure. It's just important because...well..."

"Yeah?"

The father closed his eyes. He took a deep breath and turned to walk towards the dresser, in front of his son. He turned again to face his son directly, paws in the pockets of his dress pants, head bowed to look down at his huge bare footpaws.

This was it.

"Son....today I am going to teach you about that extraordinary miracle..."

He lifted his head.

"....called sex."

Derrick's innocent eyes went wide as saucers. His muzzle dropped open.

"D-dad?! That...that's..."

Arlen grinned. "A bad word?"

Derrick nodded vigorously. He couldn't believe that his father just said that word! In school he would have gotten into so much trouble over even whispering it in class!

But his father just laughed out loud, taking his paws out of his pockets. "Son, let me tell you. You shouldn't talk about it much in school, maybe, but here, you can say that word as MUCH as you want. Sex is....sex is NOT bad, Der. In fact..."

He looked to both sides humorously, as if making sure no one else was listening. He leaned down and put a paw to one side of his muzzle, whispering.

"It's fuckin' awesome."

Derrick gasped again, amazed that his father was saying such things to him. Arlen just giggled at his son's reactions and smiled broadly. "Are you okay, son? You okay with us talking about this?"

The cub swallowed hard, his head feeling rather light with this new thing being discussed. "It...it's just so weird, dad....I mean.....one of the guys at school said he talked to HIS dad about....sex....or something, and he got punished for it..." Derrick's ears flattened a bit, obviously worried about a similar outcome.

But Arlen shook his huge head and continued to smile, feeling already relaxed and more confident. "Son, that's your friend's father. I am YOUR father. It's just you and I now, and nobody else. That world out there," Here he motioned a paw to the bedroom door, "...does not exist right now. I am NOT going to punish you for ANYTHING you want to ask me or talk about. So...now that you know that, do you have any questions?"

Derrick was silent, shifting his paws a bit on the bed, looking a bit uncomfortable. "I...don't know...what to ask, dad."

"It's okay, son," said Arlen quietly. "I will teach you, and you can ask me anything, alright?"

His son nodded again. Arlen smiled, then took another deep breath.

He lifted his paws to his tie and slowly untied it, pulling it off his collar and gently laying it on the carpet to his side. He then moved his paws up to the top buttons of his short and began undoing them, one at a time, exposing more and more thick brown fur on his chest and belly with each button that seemed to pop off as he undid them.

"D-dad?!" said Derrick in a bit of shock.

Arlen had finished unbuttoning his shirt and was about to pull it off, but stopped immediately. "Yes, son?"

Derrick was seemingly at a loss for words. He breathed heavily before he asked, "What...what are you doing?!"

Arlen could feel the heat rise in his face again as shame momentarily conquered his mind. He growled quietly and mumbled, "Son...I'm sorry....but I...I feel that it's only right to talk about this in my most natural state."

Some seconds passed before he followed this with yet another "forbidden" word:

"Naked."

Derrick's footpaws rapidly moved against each other as the cub looked even more surprised and a bit scared.

"Son....do you want me to stop this?"

He expected his cub to say "No," but instead, he got, "D-dad...I....I don't know....this is so weird..."

"Tell me, have you ever seen another fur naked before?"

The poor cub hung his head. Arlen could practically FEEL the heat from the resulting blush. "I...in the locker room....sometimes...but I try to look away, dad. I really do."

"Why do you look away?"

"Be-because...well....dad, isn't it wrong?"

Arlen smiled. "No, son, it isn't. Not in this house."

Derrick dared to lift his head again. Arlen continued, "It may be a crime to be naked out in public, but in the locker room or in this house, you can be naked all the time."

He grinned, and shrunk his head into his neck a bit in embarrassed fashion. "I know I want to be."

This elicited a laugh from his son, which greatly calmed things down. Arlen looked at his cub to see a rather nervous smile on the young fur's muzzle, and damn, did that feel good to see.

Still, it was best to keep playing it safe. "Tell you what, son. You can close your eyes and stay right there. I will continue undressing, but stay right here, alright? You don't have to see anything."

He proceeded to slip off his dress shirt again, exposing broad, furry, yet thickly toned shoulders that matched the rest of the fat and muscle that coated his body so perfectly. Arlen was surprised to see Derrick continuing to look at him, down at his huge gut. The cub momentarily looked up into his father's deep brown eyes.

"I...can I....can I watch, daddy?"

The sudden term of affection caused that sharp twinge in Arlen's gut again. He could practically FEEL his heart shake in his chest at the gentle tone his cub had taken. Something....something impossible was felt...deep inside.

But Arlen shook it off. "Of course you can, son. Look at your father." He smiled as he gently fingered his belt and pulled at it, undoing it and pulling it off, laying it over his shirt and tie.

He moved his paws to the clasp at the top of his trousers and undid them, slowly moving the zipper down, pausing only to look up at his son, who was watching in stupefaction. Arlen slowly dropped the trousers, revealing two thick, furry legs, covered in fur and muscle. All that was left was the wide pair of light blue boxers around his waist.

He looked up at his son, who was still watching and frozen in place, his eyes transfixed on his father's boxer shorts.

"Are you....ready?" he asked quietly.

His son did not respond. Arlen licked his muzzle quickly in nervous excitement, and hooked his thumbs around the edges of his boxers.

"DAD, WAIT!"

He stopped immediately and looked up again, "What? What is it, Derrick? Should I stop?"

His son had held up a paw, begging his father to stop, but it was clear that the cub was trying to find the words to say something. "I...uh....dad...." he mumbled, looking very confused and scared.

"Son, say anything. Ask anything. I promise, I will understand," said Arlen quietly, still wanting to keep his vow to his own father that he would be the best father imaginable to his own cub.

Derrick swallowed. His brain was awash in strange thoughts and feelings, things he had never experienced before. Before stood his own father, clad only in boxer shorts. Suddenly, seeing him naked no longer seemed a strange, bizarre, and unholy thing. In fact...

"D-daddy...may I....c-can I..."

"Yes? Speak your thought, son. I am listening." He felt a bit silly at such formal tone, but in this position, he wanted to be as kind and loving as possible.

"Can I....be naked....too?"

Derrick swore that he had never seen his father smile so broadly in his life. He thought he could even see the sparkles of tears in those brown eyes, too.

"Of course you can, son. Be naked. Be free."

Arlen watched as his son took no time in pulling off his t-shirt, his smaller frame already showing the promise of a good healthy belly, and more fur than last year, though definitely not as thick and deep as his father's fur. He only had his jean shorts left on his body, and slowly he undid the button and clasp around them as he pulled down the zipper, leaving him in his large white briefs. He stood up to kick the shorts off his legs, and looked again at his huge father standing before him.

Father and son stood before each other, in only their underwear. They were silent as they both looked over each other's bodies, silently admiring and honoring what they saw.

"Are you ready, son?"

Derrick nodded slowly. He hooked his thumb around the waistband of his briefs, as his father hooked his own thumbs around his boxers.

"Let's go, Der."

They both pulled down.

The underwear fell to their footpaws and was slowly slipped out of and kicked to the side.

They stood again, before each other.

Naked.

Of course, Derrick's privates were a bit easier to see than Arlen's, since the older bear's massive gut hung over his groin area a bit. Even so, Arlen could see nothing but the younger bear's furry sheath, keeping his penis enclosed in his body, safe from the world to see. He momentarily wondered why any young bear like Derrick would be afraid of being naked. For Pete's sake, his son was beautif-

Arlen's eyes widened and he suddenly put a paw to his head. "Holy shit," he muttered.

"Wha....dad?! What's wrong?" asked Derrick suddenly, covering his privates with his paws.

Arlen blinked and shook his head, rubbing the back of it with the same huge paw. "N-nothing, sorry, son....just thought of something else for a moment. R-really sorry." He gave a half-assed grin to his son, who just smiled and giggled back

He resumed looking all over his father's naked body, down at his footpaws, up to his belly, momentarily to that secret area that was covered by the belly, and up again to his father's face. Arlen just smiled down at him gently.

"Dad?"

"Yes, Derrick?"

The cub smiled, shuffled his footpaws a bit, and said, "You...you're so damn cool!"

Arlen grinned and flattened his ears, partly on purpose, partly from a natural reaction, and shrunk his head into his thick, furry neck again. "Thanks...but I'm just a big fat naked bear, little squirt."

Derrick laughed out loud, and after a moment, so did Arlen. They looked at each other for a while longer.

Arlen sighed and smiled. He spread his thick furry arms out wide. "C'mere, Der."

Feeling like a four-year old cub again, Derrick ran excitedly to his father's belly, and wrapped his shorter arms around it as far as he could go. His head only came up to just above his father's waistline and furry navel, but the warmth of the hug was not lost. Arlen held his son close, ruffling his head fur affectionately, and growling in contentment.

"Dad," whispered the cub quietly.

"Son," whispered his father, giving his cub a tight squeeze before gently letting go.

"Sit down, Der. We still have a few more things to talk about."

Derrick nodded and sat back down on the bed, surprising himself by actually feeling eager to learn more from his father.

"Now, son, I don't know if you've noticed recently, but your body is currently changing."

"Changing?" said Derrick in surprise, looking down at himself, and trying to find any parts of him that were currently transforming.

Arlen chuckled. "No, not that quickly. It's slowly changing, and it's gonna keep changing through the years. Your body...is going to grow."

Derrick looked up. "You mean....I'm gonna look like you?"

The older bear grinned and patted his belly, looking down at it. "Maybe not as big...but....well, I don't know....maybe you will. Haven't you noticed anything different about your body lately?"

"I...I don't know....it's getting harder to dry myself after I take a shower."

"Very good," said Arlen. "You're growing more fur...I remember when you looked more golden and sandy...but now you're becoming a nice deep brown...just like your papa bear."

Derrick smiled. Arlen did too, glad to see that everything was going alright...for now.

"Anything else?"

Derrick was silent for a bit. "I don't know....I think...I'm hungrier, too."

"You've been eating a lot, very good." And once Derrick's ears flattened, Arlen immediately responded, "But don't you dare feel bad about that. Every bear needs to develop a belly, and get nice and fat as they grow older. I'm glad to see that you're growing one yourself." He patted his belly proudly as he spoke, actually feeling pride for once in his own body.

The cub chuckled a bit and blushed. "Yeah, but I like your belly more, dad. It's so hot."

"Aw, thanks," growled Arlen happily, hugging his belly in a cute, adorable fashion. But then his smile disappeared. "Wait...what?!"

"I said I...oh, wait! Dad!" Derrick's expression suddenly turned to fear and worry. "Dad, I'm sorry! I didn't mean-"

Arlen held up his paws. "No, no, it's okay, son...it's....uh..." Wow...how to face this...how to face this...

"It's....it's alright, I'm sorry. I...I know what you meant, it's okay."

Both bears panted a bit in anxiety and...something more exciting...as they calmed themselves down again. Arlen cleared his throat.

"A-anyway, do you notice...anything else about your changing body?"

Derrick looked like he was racking his brain for answers, but finally shrugged his shoulders.

"Are you sure?" said Arlen. He put both paws lightly on his belly and began to move them downwards, very slowly.

Derrick nodded slowly, his eyes transfixed on his father's paws.

"Nothing....down...here?" The older bear's paws moved down lower and lower to below his belly, whereupon he slowly lifted it, showing a dark brown mass of fur and....something else....below.

Derrick did not respond, but looked long at that spot, then down at his own. After switching between the two, he finally looked up in his father's questioning eyes.

"My....pee-pee?"

Arlen smiled. "Your penis. That's what it's called, and I would like you to call it that from now on. Your penis."

"My...penis..." repeated Derrick, looking down at it, still feeling rather confused, and rather surprised that his father had grown solemnly quiet all of a sudden. "But...but that's where I pee from."

The father nodded. "You are correct, Derrick. All males pee from their penises. It's only natural...but....it does something else, too, you know."

Derrick cocked his head slightly. "What?"

Arlen smiled, then slowly lowered his belly again, hiding the sheath from his son's eyes. He took a deep breath. This was definitely it.

"Son...tell me....do you know where babies come from?"

Derrick blushed a bit, remembering things said at school among students in hushed whispers. "I...um....does it have to do with.....sex?"

Arlen nodded proudly. "Absolutely, son. Do you know anything else?"

The cub shook his head. "I'm sorry, dad."

Arlen moved closer to softly ruffle his son's headfur. "Don't be, son. That's why we're here together, talking about this." His son took the ruffle with a bit of a smile and a warm feeling that spread all through his body. Suddenly his father's touch felt rather...nice.

His father stepped back a bit again, gesturing a bit with his paws as he spoke. "When a male and a female love each other very much, they have sex. And well...I should say right now, that women do NOT have penises. They have what are called 'vaginas'."

Derrick shuffled in his position a bit, already feeling embarrassed at hearing about the female anatomy. Arlen cleared his throat and continued to explain.

"The vagina is like a small slit or opening in the woman's body, close to where our penises are. When a male and female are having sex, the male gets very excited and happy, and his penis....begins to grow."

The cub blinked in surprise. "It can grow?!"

Arlen smiled broadly. "Oh yes, son. It grows. Some penises grow very very large, while others remain rather small. But I'll tell you this, son: For sex, it doesn't really matter."

Derrick didn't respond, but shifted a bit, looking down at his own sheath, no doubt wondering how such an insignificant part of his body could actually GROW.

"As the male's penis grows larger and more stiff, he puts it into the woman's vagina."

"EWW!!" said Derrick instantly, a look of disgust crossing his muzzle.

Arlen couldn't help but laugh. "It's okay, son, just listen. He puts his penis into the woman's vagina, and moves back and forth inside her. The male gets more and more excited, and then...he....uh..."

"He what, dad?"

Arlen's ears flattened. What felt like the most interesting and exciting part to explain now felt like the most difficult part. "He...ejaculates, son."

"Ejac....huh?"

The father tried to smooth back his headfur with one paw. "Sorry, I know that's a big word. He....he cums. That's another word for it. And that means...that....something comes out of his penis."

"You mean he....he PEES inside the female?!"

Arlen burst into loud whuffles of laughter, the strongest he ever felt. He turned and pounded the dresser hard, his gut feeling like it would explode with laughter. After a few seconds, though, he turned to see his son looking VERY ashamed, hugging himself, with his ears flattened.

"Oh son...heh-heh...I'm...I'm so sorry, son....I didn't mean to hurt your feelings but....that...that just sounded so cute coming from you!"

"Dad..." muttered Derrick, obviously feeling very embarrassed.

"I'm sorry, son...I didn't mean to make you feel bad. I'm sorry," said Arlen, wiping a few tears of laughter from his eyes with the back of his paw. "Hey, come on. Tell me I'm fat."

"Huh?" said Derrick, looking up at him.

"Tell me I'm the biggest, fattest, naked blob of poop you've ever seen in your life."

Derrick paused a bit before saying, "You're the biggest, fattest, nakedest blob of poop I've ever seen in my life." He grinned a bit as he was saying the words.

"Good. Now I feel embarrassed and ashamed, so we're even! May I continue now?" He grinned a big, toothy grin at his son, who smiled back and nodded.

"Anyway, he doesn't...pee...in the vagina. Rather, something else comes out."

"What, dad?"

Arlen breathed deeply. He took a few steps closer to his son and put a huge paw on his son's much smaller furry shoulder. "Son, as I said before, this is an extremely important day in your life...perhaps of your whole life. And I need you to pay close attention and to take this seriously. No jokes, alright?"

Derrick nodded slowly, his gaze slowly falling to look down at his father's belly-covered crotch, which his father slowly looked down towards as well, even though his belly sadly blocked a good portion of his view.

Slowly, he moved his paws down again and lifted his belly, revealing the thick patch of fur beneath it and between his legs. "Look closely, Der. What do you see?"

Derrick squinted as he looked, his muzzle about a foot away from the older bear's genitals. "I see....your sheath, dad. And...and something below...it looks like...a small bag or pouch?"

"Yes, son." He moved one paw down to slowly reach and feel for the mentioned pouch and slowly cupped it in his paw. "Do you see that?"

"Yes, dad," said Derrick quietly. He regarded the pouch with reverence; it was aptly large-almost the same size as his fist, and inside were two objects that were equally large.

"Are those...eggs?"

Arlen smiled. "They're large enough to be eggs, I warrant...well, large eggs," he said as he slowly fingered them in his paw, feeling the size and willing away the warmth growing in his belly. "They are called 'testicles', and they are quite possibly the most important parts of your body....well, besides your brain...and heart...and lungs....and...other parts." He smirked a bit.

"Look at your own," he continued. "You have testicles, too, you know."

Sure enough, Derrick looked down between his own legs and discovered a smaller pouch, with two "eggs" inside it that he gently rolled in his paw. "Dad...they're so...warm."

"They are, son. They're very warm. But you know, they have to be slightly cooler than our bodies, too. That's why I always wear boxer shorts." He grinned, looking back momentarily at the discarded boxer shorts behind him. "I suggest you switch to them soon, too, so you can...um..."

"What, dad? Why are they so important?"

For the first time, Arlen went down on one knee, bringing himself eye to eye with his cub. "Der...they produce one of the most incredible things in a male's body."

The resulting pause was so gripping, it felt like it would never let go.

Arlen opened his muzzle and carefully, slowly, enunciated the delicious word.

"Testosterone."

Derrick's eyes grew VERY wide.

"Testosterone..." he whispered back, feeling the word sink into him with a deep, resounding familiarity.

"Testosterone," whispered Arlen again. It was a word that he loved to say, to think about, and study, for all it did for him in life, and all it would do to Derrick.

"It's a hormone, Der, and I know you don't know what that means, but here's what you DO need to know. That...thing...produced by your testicles is going to change you in incredible ways."

Derrick's breathing was getting deeper and faster. Arlen could FEEL the heat radiating from his fur as the cub looked deep into his father's eyes, lost in his words.

"It's going to make you grow bigger, son. It's going to make you stronger...making your muscles thicker and huge, like mine." He slowly turned and flexed his right arm, showing the bulge of his furry forearms and bicep, perfectly merging fat and muscle into what he was. Derrick was transfixed, only continuing to breathe faster and faster.

"It's going to make your fur thicker, too...making you look even larger, and hairier all over your body. It's going to deepen your voice, giving you a long, deep growl, just like mine. It's going to fill that belly up nicely, making you big, fat, and round, just like me. But most importantly, Der, it's going to produce-"

"DAD!!!"

His son practically screamed, and Arlen stopped talking long enough to realize that his son's face was pointed downwards, and registering expressions of pain and fear. Arlen followed his son's gaze to see-

[Oh Gods.]

---his son's very first erection.

The sheath had opened on his son as he was talking, and apparently, the penis had gently, quietly grown, perhaps stimulated by his words, or the mental images Derrick had been forming in his brain. Arlen felt a momentary flash of guilt across his mind as he realized that he had been responsible for giving his own son his first erection. But then again, didn't that happen between him and his own father, years and years ago?

But whatever the stimulus, there it was. Derrick's very first erection stood out, proudly and boldly, at a length of four inches, outside of his sheath, for the very first time. Arlen smiled with undue pride, but the smile faded when he saw Derrick's continued expression of fear.

"Dad, what's wrong with me??!!! What's happening?!!"

"Son, calm down. Nothing is wrong with you, trust me."

"B-b-but...what....WHAT IS THAT?!"

"That is your penis, Derrick."

Derrick suddenly lifted his head to his father, his eyes full of questions and wonderment.

"My....penis....? But...but..."

"But what, Der? What's wrong?"

Derrick shook his head, looking down again at the smooth, gently pointed head, looking back at him as if it was asking the same question.

"But...I thought....I thought my sheath was my penis! That's where all the pee comes from, right?"

Arlen smiled and stood up again. "Derrick, listen. Your penis is INSIDE your sheath, hidden from your eyes and the rest of the world. Pee DOES come from your penis, but your penis doesn't grow. It only grows when you're...." [Hoo boy, here it comes...]

"...when you're....excited."

"EXCITED??!" repeated Derrick in shock. "But...I...I'm not excited!"

"Your body is telling you otherwise, son," said Arlen quietly, resisting the urge to reach out and touch his son, when he was already feeling scared. "Just relax...let me continue to explain, and maybe your penis will go away, okay?"

Derrick nodded nervously, and Arlen licked his black lips in a bit of anxiety, worried again that his son was feeling more discomfort now.

"Your testicles produce one more thing that is more important than anything else, Derrick. And that one thing......is sperm."

"Sperm?" repeated Derrick.

"Yes. Do you know what sperm is?" Derrick shook his head slowly, but the words were definitely sinking in.

"It is what a male produces during sex. No, wait, I mean...he produces it inside his body. His testicles make it. Sperm is....well...it is a cell. You know what a cell is, right?"

Derrick nodded. "We learned about them...in class...they have membranes...and a nucleus...and...other things, too."

"Excellent, Derrick, very good." Arlen smiled, hoping to relax his son by giving him positive feedback. "Well, sperm cells are very different cells. They have membranes and nuclei, of course, but get this-they have tails."

Derrick snorted a chuckle in surprise. "Tails?! Like...like us?"

Arlen grinned. "A little bit. They are very very long tails. They use them to swim very fast and very hard. And did you know....that they are the SMALLEST cells in your body?"

Derrick shrugged. "Is...that important?"

"It's more miraculous," said Arlen wistfully. "Well, to me at least, because of what they do. Now, females do not make sperm. They make...well...eggs. But not the same eggs that you and I eat. These eggs are also cells, and also very small. But they are also very very important."

He paused a bit to let all this information sink in. "Go on," said Derrick quietly, his erection already shrinking back into his sheath. Mission accomplished.

"Remember when I said that a male gets very excited and puts his penis into a female's vagina? Well, when he gets REALLY excited...he...cums....and when he does....sperm comes out of his penis, and goes into the vagina."

Derrick nodded slowly. "Then what?"

"It goes inside her body, and just one sperm cell, sometimes, finds the egg inside her. And when it does..." He gestured, using each of his paws to symbolize the sperm and egg, and slowly brought them together to clasp. "...something happens."

"What, dad? What?!"

Arlen grinned, clearly loving embellishing the mystery of it all. "Derrick, my son....a new cell is formed. A new, large, and VERY important cell. That cell...grows larger."

Derrick's eyes slowly widened. Perhaps he was understanding this now.

"It grows larger and larger...the female's belly grows larger...and nine months later...it becomes a baby....and it comes out of her."

Derrick's muzzle slowly opened.

"Derrick...my cub....that....that's how you were born. That's where babies come from."

Arlen's voice cracked as he spoke. Reproduction had always been one of his greatest fascinations, and every time he talked about or learned about the miracle, it never ceased to draw emotion from him for how perfect it all seemed. He blinked back a tear or two and remained silent, looking deeply into his son's eyes, waiting for some kind of response.

"Dad," whispered Derrick. Arlen closed his eyes and smiled, awaiting the reverent, loving response.

"That's impossible."

Arlen blinked his eyes open. A THIRD unexpected response?!

"Wait, what?!"

"Dad, that's stupid! I mean...you just said that I came from your...testicle-things...but...how does a BABY come out from your penis? It doesn't make sense!"

Arlen blinked again in shock and a bit of annoyance. Had his son been so entrenched in stork-theories that something like scientific fact sounded stupid? Had innocence already died in him, or was it so dominant in him that he couldn't believe anything else?

He lifted a finger and opened his muzzle, about to berate his son for talking back to him, but checked himself and lowered his paw. Maybe now truly wasn't the time to talk about sex, and maybe his son's response was the key signifier. He sighed deeply.

"You're right, son. It's silly."

He turned around and moved to his clothes, picked up his boxers and slipped them over his large footpaws.

"I'm sorry, Der. I just....I wanted to teach this to you, to show you what it was. I didn't mean to sound stupid or anything."

"Dad, wait." Derrick stood up from the bed.

Arlen paused and looked up at his son, his boxers halfway up his legs.

"Dad...you're...I'm sorry, dad....you're not stupid....But....I just don't understand any of this. I...I mean...I can't make sperm, dad! It's impossible!"

Arlen frowned and looked firmly into his son's eyes.

"You CAN make sperm, Derrick Fielding. In fact, I bet you're making it right now."

"What?! No! No, I'm not! Look, nothing's coming out!" He gestured down at his sheath, which had contained his penis again.

"It doesn't need to come out, Der," said Arlen again, trying to overshadow the doubt of his son with the firmness of an honest, mature voice. "It's inside your testicles. Your testicles make sperm every day. Thousands and thousands of them. I wouldn't be surprised if you made your very first sperm this morning." He smiled and took a step closer to his son, his boxers falling from his footpaws again.

"Thousands?! See, dad...that doesn't make sense! Why do I need so much sperm?!"

"A female only makes one egg every so often, Derrick. If you want to have a baby, you have to increase your chances, so your testicles make millions of sperm, and when you cum, millions come out of your penis."

Derrick put a paw to his head. It was clear that he wasn't really listening. "Dad...this is like...you told me about the little fox that lives in our refrigerator and turns the light out when the door closes. I never found that fox, and my friends say you lied to me! Why should I believe you about this?!!"

Arlen's heart beat hard. This was it. His son had given him the bait. Now he would take it.

"I'll prove it to you."

Derrick's eyes flew open. "Wh-what?!"

"I'll prove to you that males can make sperm...that we can produce millions of it...which brings us to our next lesson."

"Dad...I don't wanna learn anymore lessons. I gotta go." He picked up his clothes and was about to pull his briefs on, when Arlen grinned and chuckled a bit.

"What? What's so funny, dad?"

"Alright....but this is the part that would have made you feel very VERY good..." The singsong tone of voice caused Derrick to raise one furred eyebrow.

"What, dad?"

Arlen smiled. He folded his arms and finally allowed his belly to grow warm. He opened his muzzle and once again, carefully enunciated.

"Masturbation."

Derrick dropped his briefs.

"Mastur...what?"

"Masurbation. You've heard of it?"

Derrick's ears suddenly flattened. "What...what is that?"

"You HAVE heard of it, then, haven't ya, ya little squirt?!"

"I...well...I mean....some of my friends...keep teasing..."

"Teasing you?" Arlen growled a bit in anger, always frustrated with bullies and kids that loved to tease. "What did they say to you?"

Derrick turned his head a bit. "They were like...'Aw, you haven't learned to masturbate yet, have you, you little baby!' or something like that. I...I don't know what they were talking about...but..."

Arlen took two firm steps closer to his son. He put both paws on his shoulders. Derrick slowly turned his head up to look into his father's brown eyes.

"How 'bout I teach you now, so you can tell them for damn sure what it means next time they tease you?"

The smile growing on his cub's muzzle was absolutely beautiful. Arlen pulled Derrick into another tight hug, and the cub reciprocated, along with a happy growl.

"OW!"

"What, what's wrong, son?"

"N-nothing..it's just...something hard...in my chest!" He let go of the hug and stood back a bit, looking a bit puzzled at Arlen's large gut.

Arlen looked down and slowly lifted his belly, reaching down to feel the guilty party and grinning broadly with half-shut eyes.

Derrick gasped loudly.

"Dad!!! You...you're...!!"

"What do you think?" said Arlen quietly, smiling the whole time.

Derrick just continued to look in awe. There, less then 10 inches from his muzzle, was his own father's penis, extending only about two inches from the sheath, but thick as his own wrist.

"Th-that's...that's your....penis?"

Arlen nodded proudly. "Yes, son. That...is my penis. What do you think?"

"Daddy," whispered Derrick quietly, amazed at what he saw. "Dad..it's...it's still growing!!!"

The older bear whuffled proudly. "I know, son. That's because I'm quite excited right now. And very, VERY happy, too. Besides, it looks like someone else is quite excited..." He turned his head to focus on a lower area.

Derrick moved his head down very slowly to see that his own sheath had opened, producing his own penis again, growing at three inches and still extending. "Dad! How...how is this happening?"

"Blood, son," said Arlen quietly. "Our brains say to us, 'You're excited!', so they tell all the blood in our bodies to into our penis...and just like a balloon, it gets bigger, and bigger..."

"Is....it gonna pop?" said Derrick with nervous tension, eyes still transfixed on his own growing penis, now at four inches.

"No, son, it won't. Don't worry, but....we will do something soon to make it feel better and go back down. I promise. Just...just enjoy the feeling...for now...."

Arlen murred quietly and closed his eyes. He heard his son's gentler murr as well, and smiled at knowing that his son, at last, was enjoying his changing body.

"Daddy...I....I feel so strange..."

"How so, son?" Arlen continued to keep his eyes and resisting the urge to touch his penis. He wanted this whole lesson to go VERY slowly.

"I...feel warm....my belly..."

The father chuckled. "That's something about us bears, Der. When we get happy and excited, our bellies grow warmer. Give it a stroke...your belly, I mean. Touch it."

He proceeded to gently rub his belly with his huge paws, feeling the huge curve of fat all over, allowing his thick growing penis to support the fat over it as he stroked, caressed, lifted, and molded his fat, suddenly feeling a deep love for it that he never felt before.

And then...another sensation...another pressure, right over his bellybutton.

He opened his eyes to see his cub, eyes closed, his paw outstretched and placed directly over his navel, stroking ever so gently.

Arlen's heart thundered in his ears at not just the exquisite touch he was feeling, but that face that his own SON was touching him. His brain exploded in a mess of conflicting thought...but all that came out of his muzzle was a quiet mumble: "Sonnn..."

Derrick opened his eyes slowly and then gave a short scream, pulling back his paw. "Oh dad! I'm sorry! I'm so sorr-"

"Derrick, don't be sorry!" shouted Arlen. "Touch me! It's okay! I allow it!"

He blinked in utter surprise at himself. Had he just okayed his own son to touch him?

But again, he resisted the urge to stop him from doing anything he was uncomfortable with. Derrick reached out a shaking paw and placed the pads of it on his father's belly again, eliciting a long, low, loving growl of contentment. The cub couldn't help but grin a bit at his father's reaction, and feel a lot of warmth in his belly as his penis stopped its growth at five inches.

Arlen breathed deeply, feeling his penis extend even more, to its length of six inches, but thick all around. "That...feels nice, son. Thank you..."

"Dad, am I gay?"

Arlen looked down suddenly at Derrick. The eyes were full of more fear than he had ever seen in his life.

"Derrick..." he whispered quietly.

"Dad....am I?" He could see his cub fighting back tears.

Arlen sighed, hoping this question would not come about until much later in life. Even so, he knew exactly how to answer it. He lifted one large paw and held it against his son's small muzzle, looking fondly at him.

"Son, whoever you are, whatever you are, I love you, no matter what. I don't know if you're gay, straight, bisexual, or what. But you are my son, and you are wonderful and perfect, just the way you are. And you always will be."

That did it. Derrick burst into uncontrollable sobs, and threw his arms around his father hugging him tight, and burying his muzzle in the warm, soft mound of fat that his father so proudly sported. Arlen rocked Derrick side to side gently in his arms, bending down to nuzzle his headfur affectionately. In that moment, he felt love.

And...something hard.

"Oy...be careful there, little squirt. You're pokin' daddy in the leg with that thing!"

Derrick giggled into his belly as he let go and wiped his eyes. "I'm...I'm sorry, daddy."

"It's okay, son. How do you feel now?"

The cub sniffed back a last tear. "I feel so warm, dad....and so good."

Arlen nodded. "Are you ready for the next step?" Derrick nodded.

The father slowly reached down and held up his belly with one paw, and softly took his hardened penis in the other paw, gently fingering it with the blunt ends of his claws.

"Touch it," he whispered.

He smiled and closed his eyes, awaiting the pleasured sigh of one who had just discovered the true joys of his own body.

What he got though, was yet ANOTHER unexpected surprise.

"Like this, dad?"

His eyes shot open and he looked down to see his son looking up at him with questioning eyes, one paw tenderly wrapped around his FATHER'S penis.

"Wh...son?!!"

"You...you told me, dad, to..."

"I meant your OWN penis, Der!"

"OH!! Sorry, dad!" He quickly let go and touched his own penis, stopping only to gasp out loud at the sudden sensation, his eyes growing extremely wide. "WHOA!!"

Arlen grinned, open-muzzled. "You like that?"

"Wh...oh...dad....it's...." His cub was at a loss for words. The true joys indeed.

"Explore it....touch it, Derrick...explore your body," growled Arlen quietly as he fingered and lightly tapped his own penis, getting to know himself all over again. He closed his eyes and murred in pleasure and only opened them on occasion to see his son doing more of the same, fondling his testicles, moving his paws over his belly, and moaning quietly, clearly enjoying the task at hand.

"Are you...feeling alright, son?"

"Daddy....," breathed Derrick quietly. "I....I'm so warrrrrm...."

"I'm surrrre you arrrrre," growled Arlen, feeling even warmer himself. "Be sure....to stroke it....wrap your paw around it....move it up and down....but SLOWLY, Der.... Verrrrry slowly...."

They stayed this way for some minutes, standing in front of each other, slowly exploring themselves, stroking their hardened penises, and reveling in the sensations and warmth of slow, gentle self-intimacy. Arlen opened his eyes to see that his son had stopped, and was looking off into a corner of the room at nothing in particular.

"Son? You alright?"

"Wha...oh yeah, dad...sorry," he said, resuming his stroking and caressing.

"Did...did you want to ask me something?" asked Arlen quietly.

"N-no, dad...I'm really sorry..." said Derrick, blushing and avoiding his father's gaze.

Arlen sighed. He was partially afraid something like this might happen, but for some reason, it felt rather exciting, too. Probably because it was taboo and "forbidden."

"Son....you may."

Derrick looked up. "May what?"

Arlen smiled and let go of his penis to lift up his belly with both paws.

"Touch me."

Derrick grew a slow smile over his muzzle as he reached out one paw to slowly, tenderly, explore his father's own penis, causing him to growl VERY loudly.

"AWRRRRR!!!!"

"Agh, sorry, dad! Did I hurt you?!"

Arlen surprised himself by breathing laboredly and feeling his body temperature shoot straight up. "N-n-no son!! You....quite the opposite....you're...." He looked down at his son's gentle paw, which had lightly caressed the underside of his penis.

"Please....touch me......please, Der...."

Derrick continued to explore his father's unique penis. It was so thick and warm-in fact, it was almost HOT as he continued to stroke and touch it with the back of his paw, feeling the fur lightly caress the smooth flesh.

"Oh gods...Derrick....I....how can I ever...awwrrrrrrrrrrrryyyeahhh...."

Derrick continued to stroke his own penis, moaning in unison with his father, daring to move his muzzle closer, stroking the side of it against his father's bearhood.

"Oh son! Oh...ohhhhhhhrrrrrrr....." gasped his father, shocked at first at the forward display of affection that his son suddenly showed, but loving the sensations so much, he didn't dare ask him to stop. The short, velvety fur of his son's smaller muzzle felt like heaven against his smooth, hardened flesh.

"Daddyyy...I'm....I'm loving...thisss...."

"Isn't...isn't masturrrrbation....ffffffun?" moaned Arlen quietly feeling his thighs grow warmer and tighter, a sure sign that he would not be able to last much longer without cumming.

"Daddyyy....," moaned Derrick, almost drunkenly. "Daddyyyy...."

"Sonnnn," whispered Arlen, feeling happier than he had ever felt before in his life. He couldn't understand...why did masturbating with his son feel a million times better and more arousing than masturbating alone? But he wouldn't worry about that now-he was feeling too incredibly good.

Derrick stopped stroking his father's penis and moved his paw down lower, cupping his father's testicles, which were already moving closer and closer to his father's body.

"Dad...your...eggs....I mean,"

"My testicles, yes? What....what about them?"

"Are they...growing smaller?"

"N-noooo, son," said Arlen quietly, focusing on stroking himself again. "They...need to stay warrrm....so they...move closer....to my belly....." He chuckled a bit. "Just like you did....when you were little..."

Arlen continued to moan and growl as he held his penis a bit tighter in his paw and continued to stroke back and forth, slightly faster, trying to extend the pleasurable feelings as long as possible. He only became aware that his son had disappeared from his sight.

"D-der? Where are you?"

"Down here, dad," said his son quietly. It was then that Arlen felt the most exquisite touch brush against his inner thigh, and run down his right leg, very gently.

"Derrick, what are y-you...ohhhh....doingohhhhhhhhyyyeahhhhh...." The sensation moved down from his leg to his footpaw, where the gentlest, most therapeutic touch imaginable was being ministrated to him.

"Dad...I'm sorry...I don't know why...but...I need to touch you.....Is that okay?"

"Touch...............meeeeeee...........," growled the huge bear, almost lustfully. He could not believe how skillful Derrick was in touching and exploring every inch of his father's body. Those warm, soft paws traveled up and down his legs, around to his backside and tail, up his spine, as far as they could reach, and back down again, sifting through layer after layer of thick, brown, now sweaty fur. Arlen's heart beat furiously, as he realized that not once in his entire life had he been shown such warm, loving affection, not even by his own wife.

And the sensations were no less incredible. Arlen felt his muscles quiver and thicken as Derrick explored and discovered their shape and placement in every part of his father's body. As his cub's paws stroked and molded his own belly Arlen growled loudly in arousal, feeling the heat from his gut become an inferno of pleasure and sexual desire. He shifted from footpaw to footpaw, feeling them twitch and spasm with pleasure as his son nuzzled them, practically worshipping them like a foot fetishist.

And his penis...his PENIS! His son treated his penis as if it was the most delicate flower in existence, stroking it with just the lightest surface of his finger-pads, and nuzzling it so affectionately, he would have thought it was a pet of some kind. Arlen rocked his head back and forth, growling in lustful agony, wanting to cum so badly, but at the same time, utterly afraid to do so!

"D-derrrrrr......I.....ohhhh...ggrrrrrrooowwwrrrrrrr......"

Derrick stopped stroking his father's penis to look up. "Dad...what's wrong? What is it?"

Arlen barely opened his eyes to look at his son, his paw now a blur over his penis, ruby-red and glistening at the tip as he felt the heat and squeeze of his wide hips herald the onset of the glorious orgasm.

"Ssssonnnnn.....you know....you know why...I call you......'little squirt'....all the time?"

Derrick didn't respond...he was too hypnotized by his father's monstrous breathing and heaving belly, as if something was indeed going to be born from him.

"B-because, Derrick, my sweet, beloved cub....you...you ARE my squirt!! YOU ARE MY SEED!!! MY ESSENCE!!! OH GODS, WATCH, DERRICK!!! THIS IS IT!!! THIS IS YOU!!!!!!"

Throwing his head back into the most feral roar he would ever give, Arlen wrapped both paws around his penis, as one would hold onto the hilt of a sword, squeezing his huge belly between his forearm, and bucking his hips powerfully into the air, his son watching with open-muzzled amazement the whole time.

"THIS....IS.....SPERRRMMM!!!!!"

And out it came.

In five glorious bursts of creamy white, out came the sperm of Arlen Fielding, into the air, in a beautiful vertical arc, the first landing directly on his son's muzzle, and the last four gushing out in shorter arcs in front of the huge naked bear, roaring and gnashing his teeth in wild arousal, loving every second of the perfect, mind-shattering orgasm that he had just produced. He continued to squeeze and stroke his penis, determined to get every single drop of sperm out of his penis, partially to prove a point to his son, and partially because it just felt fucking good.

"OH GODS!!! YESSS!! OHHHH YESS!!!" screamed Arlen over and over as he squeezed the last few gushes of semen out of his penis, dripping onto the carpet unceremoniously. "Oh...YESSSSSssss....," he growled, feeling his body finally relax into a state of post-orgasmic dizziness. He stepped back a bit and held onto his son's dresser for support, breathing deeply to calm himself back into homeostasis.

"Awrrrr.....THAT....was incredible....Son, I have to thank you SO much for that." He smiled and looked fondly at Derrick.

The cub was standing, open-muzzled, a look of shock and awe on his face. His eyes were crossed, looking at the thick blob and strands of gooey white that slowly dripped from the top of his muzzle and onto the floor.

"Agh, I'm so sorry, Der! Hold on a sec, and I'll clean you up, alright?" He quickly got some tissues from the nearby nightstand and moved to wipe the mess off of Derrick's muzzle, when a small paw moved quickly to stop him.

"Dad...hold on...wait!"

Arlen stopped. Derrick was still focusing on the creamy mess directly in front of his eyes.

"Is....is that....it?"

Arlen smiled and nodded slowly. "Yes, son. That is it. That...is my sperm. Although...the actual liquid that they all make when clumped together is called 'semen'."

Derrick was mesmerized by the creamy liquid. He slowly took a bit of it onto his claw and looked at it for a very long time before responding. Arlen quietly and slowly cleaned his son off as he stood looking at the drop on his claw.

"Was this....me?"

Arlen finished cleaning Derrick up with a couple of tissues and crouched down beside him, looking fondly at the drop. "Yes, son. Thirteen years ago, I gave birth to you, just like I showed you now, but inside your mother. You joined with her egg and grew inside her....and became the wonderful, sweet cub that you are now." He kissed his ear affectionately and ruffled his headfur.

The cub slowly turned his head to stare at his father, still looking transfixed. "But....I was born....inside you, first....right?"

The father smirked and thought for a bit. "I guess you could say that, yes. I guess....for all of my life, I carried you in my body." He stood up and slowly lifted his belly, showing his shrinking penis, and hanging scrotum. "Deep within my testicles...you could say that....you slept...waiting for the time when I would give birth to you." He smiled, thinking himself a little poetic for just thinking that way now.

Arlen looked down and gently scraped a bit of semen off of his shrinking penis before it retreated completely into his sheath. He looked at it fondly. "I think it's incredible, son. But that's why I wanted to teach it to you, because I wanted YOU to know how incredible it is, when so many furs in this world don't even think about it." Derrick regarded the thick smear of semen with solemnity.

"You are part of me, Derrick Fielding. You always are." He gently petted his son's head again.

"Dad?"

"Yes, son?"

"May I....taste it?"

Arlen blinked in surprise, but saw no reason to say no. "Of course, son. Go ahead."

Derrick quietly opened his muzzle and took his father's thick digit in his mouth, slowly sucking on it and taking in the whole smear of semen deep in his muzzle. His father withdrew the finger and claw and watched his son close his eyes, slowly swish the strange liquid inside his mouth a few times, and finally swallow.

"It's....sweet, dad."

"It should be," grinned Arlen. "It's you."

Derrick giggled and wrapped his arms around his father's gut again, eliciting another strong bear-hug from his dad. Both growled happily for a long while.

"Dad?" asked the cub from his father's belly.

"Yes, son?"

"Can I....May I....cum?"

Arlen squeezed his son a bit tighter. "Of COURSE you may, son. You can cum anytime you want. That's why I wanted to show you, so you know how to masturbate, and you can do it ANYTIME....though...it's probably best to do it here at home, of course." He laughed a bit and felt his son giggle a bit in his belly in return. But he also felt the smaller bear's head move side to side.

"No, dad...I meant.....may I cum now?"

The bigger bear grinned and slowly let go of his son. "Of course you may, Der. I'll just leave you alone so you can-"

"No, dad...I....will....will you stay?"

Arlen blinked. By heaven, his son was FULL of surprises today! "Er...are you sure?" he asked, rather nervously.

Derrick nodded. "I...I don't know if I'll do it right....and...well...I don't know, dad...I just want you...to stay."

Father and cub looked at each other for a very long time. In that moment, something passed between them. Something impossible that felt so wrong in certain ways, but...so right in a greater, much more important, way.

Arlen swallowed hard. "O-of course I'll stay, Der. I'll be with you. Just sit down and relax. You must be tired from standing." Derrick immediately sat down and moved to the side, giving his father room to sit down beside him.

"Now remember...touch yourself...explore yourself...and just take your time, okay, little squirt?" He grinned and put an arm around his son's shoulders, feeling them greatly relax under his touch. "Go ahead....stroke yourself."

Derrick breathed deeply as he slowly caressed his erect penis, sighing gently as his father gently rubbed his back, comforting him greatly. The two sighed deeply as the peace of the moment engulfed them and brought them closer together-closer than they ever would have imagined.

"Dad....it's...it's not working."

Arlen opened his eyes to see that his son was not fully erect, but only slightly, with two inches of his penis showing. "Don't worry, son...just take your time...don't rush it..."

"I'm sorry, dad...I....I just feel so nervous..." The cub looked back down at his penis, trying to touch and caress it, but Arlen could see that he was shaking all over.

"Look, Der, I'll leave...I want to give you privacy for-"

"NO, DON'T LEAVE ME!" shouted out Derrick suddenly, turning his head to the side and back a bit to look into his father's eyes.

Again, something passed between them in that moment. Something incredible. Arlen saw the need in Derrick's eyes. The need for warmth, for tenderness, for comfort. Something to help bring him to that moment of pure bliss that he had just demonstrated for his son.

Almost instinctively, Arlen moved closer to Derrick, and wrapped his arms around him, almost from behind, hugging him close to his gut, and bringing him gently on his knee. Derrick's head was still turned to look at his father, and Arlen looked deeply into Derrick's eyes, the blackness overwhelming the brown and nearly swallowing him up with all the passion, emotion, and feelings he saw within them.

Arlen's muzzled expression registered firm interest and determination...and deep care. He lifted his right paw to gently stroke Derrick's muzzle, feeling his son's shaking fade away and be replaced with a deep breathing. He fingered Derrick's muzzle slowly, exploring all the features of his son's unique face. So warm, so tender...carrying features of his mother, but also his own. A perfect merging of the two.

"I won't leave you," said Arlen firmly. "Papa bear's here."

Derrick's eyes slowly closed as he moaned out a long, low, "Awwrrrrrrrr..." His father looked intently at his son, realizing for a moment that their muzzles were about an inch apart. Gods above, he...he could...

His heart thundered again and his sheath twitched as he looked down at his son's chest and stomach, already growing a beautiful belly and deep thick fur, that he started stroking and exploring with his other paw...moving slowly down the thick, warm belly, gently fingering the bellybutton...and then......and then....

...slowly covering his son's masturbating paw with his own.

Time stopped.

Derrick seemed to stop breathing for a moment and opened his eyes. He looked back into his father's eyes. Neither said anything for a moment. Arlen concentrated on the sensation. His son's paw was VERY warm...almost hot...but he could feel a greater heat underneath, barely touching the skin of his son's flesh, of his own son's penis.

His brain registered civilized feelings of anger and disgust at such a filthy action. But another part of his brain (and body) told him that there was something beyond physical touch that was at work here. Something that went far deeper and further than either of them could comprehend.

In Derrick's eyes, he saw a huge, towering bear over him, looking fondly at him and at his body, respecting him and caring for him. What once was dominant and fearful now was protecting and the most important thing to him. Derrick suddenly felt odd, unusual desires for his father...and most importantly, an overwhelming NEED for him. The enormous paw over his own just felt like the most perfect, incredible thing right now. Something he never knew he wanted until he actually got it.

"Daddy," he whispered.

"Son...," whispered Arlen back.

His father slowly moved his paw down the length of Derrick's penis, moving Derrick's own paw at the same time.

"Follow my lead..." whispered the great bear.

Derrick closed his eyes and moaned deeply, overwhelmed by the feelings of the moment. Arlen continued to slowly stroke his son, guiding his paw over his penis, teaching him the ways of self-love, and self-fulfillment.

They moved together in perfect rhythm. Back and forth, up and down, they timed their strokes together, so gently. Arlen's heart felt like singing at the dance that he felt that he was engaging in with his own son.

"When you can't find anyone else...find yourself, my son," whispered Arlen. "No one will know your body better than you do. Remember that."

"Wh...what about....you, daddy?"

Arlen grinned a bit, stroking down Derrick's penis again, pausing only to slowly finger his son's testicles with a single claw, pondering the miracles that they were currently producing as they talked.

"What ABOUT me, Der?"

"You...daddy.....you made me.....you know....my body.....more than anyone...right?"

Arlen's body shivered. Never had he been told such intimate words before in his life. His own son. HIS OWN SON!

"Baby..." he heard himself growl quietly. "My...my precious cub..."

He guided his son's paw and moved the limp digits around to slowly wrap around his penis, then continued to stroke him, watching the penis grow more and more into its full five inches.

"Hold it close, son...Pretend....pretend it's my own..."

"Oh gods, daaaad..." moaned Derrick loudly, rolling his head side to side, drunk with the first real sense of arousal he had ever felt in his life.

"Daddy...it...it IS your penis....you made it..."

Arlen chuckled lightly. "It's so hard for me to believe that...that I could craft such a masterpiece as that....or....as you." He shook his head a bit, unable to believe he was crafting such smarm right now.

"Wh-why not, dad? You're....beautiful!"

Arlen resumed his expression of firm interest.

"Dad, I love every part of you! I love your fat belly...your paws...your legs...your back....your face...your eyes! I think....I think you're the most beautiful bear in the world, daddy!"

Father and stroked faster and faster as Derrick's breathing quickened. He was getting close. Arlen could even see Derrick stretch his legs, the toeclaws on the end of his paws slightly curling. Gods, was his son beautiful.

He felt something deep inside his gut creep up his throat, trying to escape into his son's furry ears. "S-son....I...I have to tell you..."

"D-daddy...I.... I think I'm gonna pee!!"

Arlen's eyes widened and he held his son even tighter, stroking with firm interest now. "No, you don't, son! Trust me!"

"No, dad, I'm gonna pee! I'm serious!!! Lemme go!!!"

"You're not gonna pee, Der!! You're gonna cum!! Release it, my son!! Release your sperm into the outer world!!!"

Derrick opened his eyes again and looked back at his father. Sweat was dripping off his brow. The pupils had completely dilated. Everything on his son looked bigger and bulkier, as if he had gone through a rapid growth spurt.

"D-dadddddyyyy!!!" his son wheezed out through clenched teeth.

Arlen held his cub closer, determined to protect him through this monumental event. But he couldn't hold back the dire truth.

"Son....Son, I HAVE TO TELL YOU!! I....OH GODS, DERRICK!!!"

Their paws squeezed against each other. Derrick looked like he was in agony, but his focus was on nothing but his father's eyes.

Their muzzles touched. Arlen shakily opened his.

"I LOVE YOU!!! I LOVE YOU MORE THAN-"

Derrick instantly thrust his tongue into his father's muzzle, and sealed them together.

In that instant, father and cub squeezed their paws together, and for the first time in his life, Derrick bucked his hips powerfully, and Arlen opened one eye to see the most beautiful four-foot geyser of pure, newborn semen erupt from his son's penis and splatter back down on his belly. Derrick screamed into his father's mouth as they kissed passionately, squeezing tightly with each thrust as they felt cum splatter against their paws, their hearts racing to pump more and more blood through each of their stimulated bodies.

Suddenly, Derrick let go of his paw to wrap it around his father's back, whereupon Arlen did the same for his son. They both fell on the bed, proceeding to wrap each other's legs around the other, locking themselves into each other, not caring about the thick, creamy mess that either of them had made in that bedroom. The only important things to them now were each other.

They continued to kiss for about a minute, and let go to nuzzle and hold each other, Derrick mumbling unintelligibly as the joy of his first orgasm completely emptied his mind and body. Arlen stroked his son over and over, rocking him back and forth, just as he had in infancy, and nuzzling his furry neck affectionately, pressing gentle kisses on it.

"It's okay, Der...it's okay....daddy's here....daddy's here..." he whispered over and over, hoping in his heart of hearts that his son felt more happy and pleased than scared and confused.

"Dad....I....I cummed...didn't I?" mumbled his son quietly.

Arlen grinned and held Derrick close to his belly. "You did, son, and it was beautiful. I am SO PROUD of you, honestly." He kissed his son's headfur affectionately.

"Can...I do that....anytime I want?"

"Anytime you want, my little squirt," said Arlen, letting go of the hug and shifting him up so they were looking into each other's eyes again. "You can come home and go to your room and masturbate! It feels so good, and it helps you relax, too. Trust me, Daddy does it A LOT."

Derrick laughed a bit at this. "You do?"

The huge bear nodded and whuffled. "You bet...I LOVE masturbation. Everybody does. And anyone who says they don't do it is lying or brain-dead. Trust me."

Derrick laughed again, feeling more and more comfortable with his father by the second. He looked down at the sticky, gooey mess that was now strung between their bellies. "Is that...mine?"

"Yes, it most certainly is," said Arlen happily. "Aren't you proud?"

The cub didn't respond, but took a smear of the semen on one claw and looked it at long before looking at his father, smiling, and offering the claw to his muzzle.

Arlen grinned broadly, opened his muzzle, and gently sucked on his son's finger, drinking in the sweet nectar of his son's own life source. He licked his chops slowly. "Sweeeeet," he murred.

The two giggled as they shifted position lengthwise on the bed, still holding on to each other tightly as tiredness and sleep began to overcome them.

"Dad..." mumbled Derrick.

"Mmhmm?" murred Arlen, already feeling his brain shutting down from the passion they had shared for the past hour.

"Did you...really mean that?"

The bear blinked his eyes open a bit, and smiled, thinking he knew but wanting to make sure. "Mean what?"

"You know....that....." the cub looked into his father's half-shut eyes. "...that....you love me?"

Arlen sighed deeply and stroked his son's muzzle. Yes, he was still beautiful.

"Yes, Der....I did. I still love you. I always will. My beautiful creation."

"Daddy...I...I love you.....my beautiful creator....my....hero...."

Eyes brimming with tears, Arlen pulled his son close to his heart as they both fell to sleep comfortably.

And as he fell asleep with the most important person in the world safe in his arms, Arlen thought:

_Hopefully Never The End

Post-note: I sincerely hope you liked this story, and I sincerely apologize to all of my watchers for waiting FAR TOO LONG for a story from me. I think I put writing on the back burner, as opposed to moving, cleaning house, and doing general other things these days....and besides, it takes me a WHILE to write something like this (seven hours for this, and this is a SHORT story!), and I usually have to do it in one sitting, or else I lose the drive and mood that gives me a reason to write such a story in the first place!_

I have many other stories in the works that I need to upload soon, so I thank ALL my watchers, commenters, and readers from the bottom of my heart, especially for all your patience. If you like what you have read, PLEASE leave a comment, check out my other stories, and know that this walrus/were-bear/thing loves you VERY much and appreciates everything you have to say, good OR bad. :) Big hugs to you!!!!!