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Counter Earth Chronicles - Fallen Empire

Chapter 116: A Secret You Don't Even Know You Know

Day 343 [December 18th] 10:06 PM (The bear's lair)

"I am sorry pet but I can hold you the way that you like." Lady Ursa said looking seductively at me in her chambers.

"Yeah, I understand mistress there is something in the way." I sighed to my nude ursine.

"A rather big something." My nude lioness said, studying our bear.

"All of our favorite positions traditional, sideways, dorsal are out of the question."

"Well for now little cutie." The horny lioness as she put her paw to her chin and studied the very pregnant female before us who went from lying on her side to reclining on her back. "I think I know of a way. Follow my lead."

The dark tan lioness had our fierce ursine warrior recline against the baseboard, legs spread wide. She then climbed into bed burying her face into the bear's groin while hiking her rear up high.

When Shakara lifted her tail for her male- that was when I figured out what the lioness had in store...

"WAGH!!!" Lady Ursa moaned as her cub tunnel was incessantly licked by a rough feline tongue.

Seeing my females interaction and that sexy lioness bottom in front of me with tail raised high and her sex so inviting... it didn't take me long.

"AH!!" Ms. Kubari exclaimed as she was entered.

Her vagina was hot and melting... it felt great.

*UNF* *UNF* *UNF* *UNF*

(So did my thrusting.)

"NNNNNG..... AHHH.....YES!!!" Shakara moaned into our bear's sex as I delivered my payload. "My warm happy!!!"

"UNNHHH." I groaned during my orgasm grabbing two large handfuls of lioness' ass.

We soon collapsed on either side of our fierce usine warrior to recover.

"That was nice." Lady Ursa said embracing us both. "Something wrong pet?"

"Just wondering." I said looking at my she beast's pregnant belly.

"About?" Shakara said asking me.

"How she is going to move the contents of this through that." I said pointing first at the big bulge and the not as large vagina that the lioness had just licked.

"It is one of nature's miracles little cutie." The lioness commented as we were embraced by the bear's two powerful arms.

Sleep soon found the three of us. Deep and restful.

"Sir!! They are here, a guard announced."

"Bring them!" The Dowd announced.

"Hmm?!"

(What is this place?) I thought to myself as I was forcibly made to kneel at the feet of a six and a half foot tall being. He was bald, grey skinned, had broad shoulders, a big powerful abdomen, large arms and legs and his eyes were black with white pupils.

"Warden King!!" I shouted as Lady Ursa was placed to my left and a dark brown bear with a V shaped birthmark on his chest was placed at my right.

"Welcome back to the Maximum. I hope you enjoyed your time on that nice little island paradise."

"Boris did until storm came."

"And the island was heavily damaged." My perfect person responded.

"And we ran into you during the clean up." I said indignantly.

"And now you are back where you belong never ever, not ever to escape again." The Dowd snickered.

"Yes sir." The three of us said meekly.

"But there is a matter that needs to be attended to." The being said smiling darkly.

"What would that be?" I asked.

"Your punishment; you are to be made an example of."

"Boris is not liking sound of that." My mistress breeding partner said nervously.

"I don't tolerate escapes from my prison." Warden King said sitting down on a chair that was not unlike a throne where he studied our reactions. "Hard labor for all of you."

"NO!!!" Boris wheezed.

"And a lashing for each day that you were away from here." He said coldly.

"That was thirty days!!" My fierce ursine warrior shouted.

"Spread out evenly that is ten each. Oh, and at the conclusion of your labors each day I want the males buttocks red and swollen."

"You monster!!!" I shouted.

"But I am not without mercy. I will allow you three to cohabitate and to wear your existing clothing; you will be too tired and sore to wear anything else." He snickered.

"You are too kind, Warden." Lady Ursa said sarcastically.

"I will break and crush you three for your past transgressions."

"And if Boris, pretty lady bear and little freckled boy are model prisoners?" The dark brown bear asked.

"If you are docile, submissive and obedient my anger may subside in time and even your punishment. Take them away!" The Dowd said flicking his fingers.

Warden King was not kidding, our punishment was immediate. Boris and I were forced to work in the quarry behind the Maximum mining and hauling ore. The work was brutal and so very hard. At the start of our day the dark brown bear and I would each receive ten lashings. At the conclusion of the work day regardless of our productivity, our behinds would be paddled until they were red and swollen.

I remained in my loincloth and Boris his fundoshi anything else would exacerbated our very sore behinds. We were returned to our cells in time to go to bed too exhausted to even think of or otherwise dream of escape again. We would fall asleep as my mistress treated our wounds repairing the scars from the whip and soothing our red swollen bottoms.

Initially Lady Ursa shared our fate but she was moved out of the tunnels and into the prison to work. Our punishment lasted for months and months and months.

"Prisoner, you asked to see me?" Warden King said as he received a visitor in his office one afternoon.

"Yes." My fierce ursine warrior said to the grey being behind his desk.

"You were wondering why your punishment has been less severe than your roommates?"

My she beast nodded.

"Do you really need to ask that question, bear?" The Dowd asked, interlocking his fingers and folding his hands.

My perfect person was silent.

"You think I didn't know about your extracurricular activities with Boris during that storm? You accepted his advances and even let him ejaculate inside you. I am pretty sure the boy helped too."

"I... I... I..." The brown bear gasped.

"You are carrying his cub and should be starting to show right about now. Four months after today you will give birth and will join my personal collection shortly there after." The being said quite darkly.

In time Warden King's anger began to subside as did our punishment; Boris and I did not receive as many morning lashings or evening paddlings. Then one night we returned to our cell to find Lady Ursa in labor. The warden was quite giddy.

"Boris, she is completely dilated!"

"What does that mean little Alex?"

"You are about to become a father. But first mistress, you have some work to do." I said kneeling by her side.

"The pain, it is unlike anything *OH* I have experienced before Alex!" She moaned.

"I need you to lie back, spread your legs and push with the contractions mistress and only the contractions."

"AUGH!!" She shouted.

"What is Boris to do little Alex?"

"We have to wait until enough of your cub has emerged then we will pull it the rest of the way out. Push mistress!"

"How much is that?" The bear with the v shaped birthmark on his chest asked me.

"When the shoulders and arms are visible." I said to him.

"Pretty, lady bear, keep pushing." The he beast announced.

"My that is the best one yet!" Warden King said as the crown of the head appeared in the bear's cub tunnel.

"Push mistress!"

"Push pretty lady bear!"

Little by little their offspring started emerging, the head became visible, then the neck and shoulders, then the arms. At that point I placed my hands underneath the armpits and pulled.

"I got it!" I announced to the proud parents.

Borris inspected the eyes, nose and paws. Everything seemed in order. He then rolled over the newborn and took a good look at it's groin. A penis and scrotal sack; it was a boy.

"A boy! Boris and pretty lady bear made boy cub!" He proudly announced.

"A healthy and loud boy." I commented as the new born shreiked.

"Very good work you two. I will take it from here." Warden King said nodding to his guards.

"Hey, wait!!" I shouted as I was dragged from the cell I shared with Boris and Ursa. The next day I returned to work in the mines. Noticeably absent was my coworker. I assumed that he was bonding with his son. A day went by, then two days, then a week, Boris did not return.

One evening after finishing my time, I requested a meeting with the warden.

"Ah yes, you wanted to know what happened to your friends?"

I nodded to the grey being.

"Yes, you do- you were there when the bears conceived their son. What if I told you they were bonding with their cub?"

I continued to stare at the Dowd.

"Very well this way." The warden had me escorted out of his office through the prison to his trophy room. There among his prized possessions on a platform were his newest in-animated acquisitions a momma bear, a father bear and a brown baby bear frozen like statues for all to see.

"WAAAAGGGHHHH!!!!" I shouted springing straight up in bed waking up my lovers.

"Bad dream pet?"

"More than that mistress."

Day 344 [December 19th] 6:22 AM (Lady Ursa's Chambers)

"So you had another of those alternate reality/alternate life experiences little cutie?"

I nodded at my devious person's question.

"You haven't had one of those in a while or a shimmer for that matter." My perfect person observed.

"I thought that it started happening when I became an Other but thinking back they have been happening all along- I experienced a reality after my arrival on Counter Earth where Sir Ram turned me into a beastial- and it didn't go so well."

"What about the one this morning little cutie?" The dark tan lioness said.

"It was a continuation. There is a reality out there where Lady Ursa, Boris and myself escaped from the Maximum and wound up on a tropical island paradise. During a fierce storm that devastated our home, she and Boris decided to start a family."

"How interesting! Did they let you watch?" The red eyed lioness said with particular interest.

"I helped Boris climax. Anyway, we were captured shortly afterwards."

"What was the warden's punishment Alex?"

"Hard labor for the six months. Boris and I were whipped in the morning and paddled in the evening and worked to exhaustion mistress."

"What about me?"

"When Warden King found out you were pregnant he went easy on you that was until your offspring was born then you, Boris and your cub were added to his collection."

"If I remember what you told me, he liked to turn his prisoners into living statues." Shakara said. "Very sick hobby."

"And there Boris, myself and my daughter stayed for the rest of our lives?"

"Actually you had a son, mistress. I saw him briefly before I was taken away from the two of you."

"Well that was indeed another reality not this one my little human." Lady Ursa said picking me up. "Shakara."

I was laid down on my lioness' lap as my pregnant brown bear rolled over and crawled seductively toward me.

She then licked both her paws and grabbed my penis.

"Mistress?" I questioned as she started nurturing my growing erection. "You are going to make me forget about what I just experienced aren't you?"

"Umm Hmm." She said lowering herself on my manhood.

"We were talking little cutie and I gave our bear an idea on how she could still secure her Essence of Winter despite her carrying all that extra weight." My lioness giggled.

"OH MISTRESS!!!" I moaned as the mother-to-be rode my shaft up and down, down and up. Her movements weren't labored but fluent. I allowed Shakara to hold my hands as if I were her prisoner.

In a weird way it kind of reminded me of my seduction and transformation by the orc sisters Britta and Shenn.

That thought was interrupted when my perfect person stopped moving.

"Mistress?"

"Enough foreplay pet. Cum with me." She cackled.

I sensed that my devious person was growing hot and bothered as well as she watched her favorite human disappear and reappear from inside our mutual lover.

Her sex was on fire and of course I didn't last long.

"HYAGGH!!!" I shouted as I exploded inside her shooting numerous ropes of my goo.

"RAWRRR!!!" She echoed back.

Despite having a little bear growing within her womb she took all that I had to give.

After our morning fun, the three of us went to the tower showers to wash up and then to the Wild's restaurant for breakfast before starting our day.

During that time I tried to forget my alternate reality vision, but I couldn't; there was something there that tickled my brain like my mistress tickled my loins before I came inside her this morning... Hard. I just couldn't put my finger on it. Was it something I was trying to remember?

"Pet, you don't have to follow me around." My brown bear protested.

"Then consider it escorting. Here, let me get that for you." I said holding the door to a familiar store.

"Madam knight, Alex!! Welcome." Milton said perking up as we entered his and Melinda's establishment.

"Hi guys. Nice shop." I said looking around their salon. There was a small waiting room at the front of the building and chairs and in the back where Melinda who was five months along in her own pregnancy was grooming a civet who appeared to be at the end of hers.

"...Melinda I am amazed at how calm and peaceful everything is around here. As compared to World Two where you were in fear of being hunted, mauled, eaten or killed at any time..." The civet said to her groomer.

"So what will it be today?" Milton asked.

"Nothing for Alex, he has to get to work..."

"But she on the other paw is looking a little shaggy. She definitely needs a good brushing!" I taunted as my she beast glared at me. "Right, leaving!!!" I smiled, waving. With that I headed for the Infirmary.

A new day brought more challenges in medical. When I walked in Penny and Shakara were attending to a patient at one of the examination tables. They seemed quite busy.

"...vitals are stable finally but we are going to need a mop and bucket before long, maybe even a dropper..." The penguin female exclaimed.

"I think we can come up with that somewhere." My devious person said.

"Good morning everyone, how is... OMG what is that?!" I asked, staring at what appeared to be some type of green fizzy puddle on the examination table.

"Hey Alex." The puddle said nonchalantly.

"Russell?! Wha... what happened?!" I asked.

"I ate something that didn't agree with me." The former pony said.

(Well, I will say.)

"Am I going to stay like this?" The former miniature horse asked.

"That is hard to say, we need to know more about what you ate." The penguin said. "That is something we do need in this colony, a science division there is just so much on this world we don't know."

"Agreed." I replied.

"It is on my table back in my home." The green puddle announced.

"Did Nikka or Addy eat it?"

"No." Was the response.

"Shakara, get a sample of what Russell ate and bring it back here for study." Our boss ordered.

"Do I have to? He kind of looks cute that way." The lioness replied.

Penny gave the horny lioness such a look. "GO!"

"Anything I can do?" I asked.

"He is stable for now but I don't know if his condition is permanent." Penny whispered as there was a sudden scream from the doorway.

*AUGH!!!*

I watched as Melinda and my mistress carried in the civet from earlier.

"Mistress what's wrong?!"

"Mazia's has gone into labor!" Melinda shouted.

"OH THE PAIN!!!" The grey and black female shouted.

"How long are the contractions?" The head of medical asked.

"About a minute apart." My fierce ursine warrior said calmly.

"We better get her on a bed. Melinda, Mistress bring her."

Gently my fierce ursine warrior and the human female placed the writhing civet onto the examination table.

"I've changed my mind!! I don't want this!!" Mazia shouted.

"It is a little too late for that I am afraid your pregnancy is concluding." Penny came over to quickly assess the newest patient. "It is time."

"I should have never let Malech touch me!!" Mazia admitted.

"Apparently these harsh times weren't that tough for you- you made a baby during them." I replied as Melinda had Mazia recline and Penny spread the grey and black civet's legs open...wide. Her vaginal slit matched her grey fur and black stripes.

"Alex!" Penny said chastising me. "Now Mazia, I want you to push with the contractions."

Lady Ursa and Melinda had a head on view while Penny stood off to the birthing beastial's left and I to her right.

The female's shrieks of pain continued to fill the room.

"THIS IS AGONY!!! WHY DID I EVER AGREE TO THIS?!"

"Mazia I need you to push." Penny announced.

More screams and blunt confessions later, the civet's black vagina started expanding as the crown of a head appeared.

"That is great Mazia, keep pushing." The penguin announced.

"I OAH!!! THIS PAIN IS UNBELIEVABLE!!! PLEASE TELL ME IT IS OVER!!! PLEASE!!!"

"You still have more work to do, now push!!" Penny ordered her.

"AUGH!!!"

As the female civet made the announcement more of the head emerged.

"Getting there, getting there." The penguin healer announced.

"Keep pushing Mazia." I advised.

"WE'RE NOT DONE YET?!" She hissed.

"That was the best one yet!" Penny said. "Now push again."

The neck and shoulders emerged from the female's cub tunnel.

"PLEASE!!! I JUST WANT THIS OVER WITH!!!"

Five more candid confessions later and the arms emerged. At that point Penny and I pulled the cub out the rest of the way much to the mother's relief.

"I SWEAR I WILL NEVER LET MALECH TOUCH ME AGAIN!!!"

While I wiped the civet down, Penny cut the umbilical cord.

"See Mazia easy peasy lemon squeezy." I said handing the mother her newborn. "By the way, it is a girl."

"You see that wasn't so bad. I suspect in time you and Malech will want to have another one." The head of medical said.

"Well one down two more to go... mistress? Melinda?" The other two pregnant females were nowhere to be found."

"I think that birth spooked them." The fizzy green puddle replied.

I was going to chase after the two of them, but I decided to let them be and help Penny attend to Russell instead. We tried to keep the former grey and white pony's spirits up while my lioness conducted her research.

That evening....

"Russell is this what you ate?" My devious person said holding up what looked like a green banana.

"That's it."

"We will need to issue a colony wide warning." Penny announced. "Any persons consuming this fruit will lose molecular cohesion and become a literal puddle."

"So is my condition temporary?"

"We don't know Russell." The penguin said solemnly.

"So it is permanent then?"

"We just don't know enough to make a judgement either way." I replied.

"Actually I think I have a solution to your problem." The dark tan lioness said darting out of medical. Fifteen minutes passed before she returned with a familiar cute blue slime.

"Schwee?" Addy asked after realizing what had happened to her friend.

"Addy if you would merge with him." My lioness said gently.

The blue slime bounced over to the green fizzy puddle and touched it. There was this small flash and the little avian with the red plumage and the million questions returned.

"Good Addy." Shakara said, running her triangular device over her. "Ok everything seems fine. Now unmerge."

The avian disappeared and in its place was the blue slime and a naked grey and white pony.

Russell immediately felt himself as the horny lioness took some scans.

"Well done Shakara!" Penny said.

"That was thinking outside the box." I exclaimed as Addy cheered.

"True, but I better make sure that he is really back, a thorough." Ms. Kubari said massaging the pony's shoulders before moving to his flanks and then groin.

"I can assure you Shakara, that it is really me." The miniature horse replied.

"Tut, tut I will be the judge of that!" The she feline said grinning.

"I think she is going to be a while. I will go and notify Nikka." The penguin said as she made her way out of medical just around the same time the night shift arrived. More like materialized... right in front of me.

(That was not at all entirely creepy. Yeah it was.)

"Alex Winter." The lady bat said greeting me.

"Hey Nezera how is it going?"

"Fine. It appears you were quite busy today."

"It was. Fortunately the problem was resolved by using an unconventional method. Say, you are pretty good with hypnosis?"

"I am."

"I wonder if you could help me with something..."

Shakara and I put some more hours into the infirmary after Addy and Penny left and did not arrive back at our bear's lair until just after the suns had set. We found Lady Ursa on the roof terrace.

"Mistress, I meant to check up on you, but things got hectic in the infirmary."

"How are you feeling big cutie?"

"Just thinking about Mazia's pregnancy and her labor." The brown bear said stoically. "It was difficult and very painful."

"Yes it was mistress." I replied sitting down next to her.

"The end result of a pregnancy is a little different from the beginning." Shakara said running her paw over the pregnant bear's belly.

"It is still fascinating that with all the chaos that was happening in World Two Mazia and Malech made a youngling." I said to my females as evening turned to night.

"Well when you think about it, it is not that hard little cutie." My devious person said. "Imagine being cooped up with your significant other for a long period of time. At some point she lifted her tail for her male, then it was all ass and titties!!! Ass and titties!! Ass and titties!! Then unf, unf, unf, unf, unf, unf and OAH!! I am going to cum!!!" The horny lioness said over simplifying the mating process.

"And as the he beast coupled with the she beast they made a baby beast if the timing was just right." Lady Ursa said.

"Exactly, just like you and Boris did in that alternate reality Alex experienced." Shakara said as my eyes went wide.

"WHOA..."

"Alex?"

"Little cutie?"

"I just remembered that thing I couldn't remember!"

(Thank you Nezera.)

"What is that pet?"

"It was rather what I saw. After I was forcefully separated from you and Boris in that alternate reality, I approached Warden King demanding to know what happened."

"Yes, pet you mentioned that Boris, myself and our son were virtual statues within his trophy room."

"But you three weren't the only ones there mistress. I also saw Basil, Rose and Kip!"

"Shira's Basil, Rose and Kip from her colony? They were de-evolved just before the empire ended this time last year." My lady bear said.

"Supposedly but what if in all the chaos of last December they weren't?"

"Alex what are you getting at?" My lioness asked.

"In that alternate reality Rose, Basil and Kip weren't de-evolved, they were just permanent prisoners at the Maximum. What if the same happened in this reality?" I said to my females.

Alex Winter December 19th YOE 34