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Disclaimer - Do you have a high tolerance for camping-based innuendos, puns, and an inordinate amount of transformational gay sex? Wait, you do!? Well, heck. I guess you'll probably enjoy this story then. Really wasn't expecting that . . . (This is a work of pornographic fiction. Do not read if it would be illegal for you to do so.)

Roughing It

Walt turned off his engine, yanked up the parking brake, and stepped forth into the fresh mountain air. The fir trees swayed in the gentle breeze, the light of the late afternoon sun beaming down between them. He stretched out, sandals crunching through the fir needles on the ground. The breeze billowing over his bare legs below his canvas shorts and through the slightly damp fabric of his green tee-shirt felt amazing. The AC in his car wasn't the greatest at this point.

It had been quite a drive for his 1998 Ford Taurus. The abandoned logging road leading up to the peak hadn't been maintained in quite a while. But even though he had to grit his teeth driving over some of the washed-out sections, he'd managed to make it to the top without too much trouble.

It was worth it to get away from it all for a while.

He popped open his trunk, grabbing his tent and looking for the flattest spot to set up before the sun went down. Luckily, there was a patch already raked flat and clear from some other intrepid camper who had stayed here before him. The view was fantastic, right at the edge of a steep decline. He could see all the way down into the valley, sun glinting off the lake far below.

An unexpected noise pulled him from his commune with nature: heavy tires crunching over gravel. A black pickup, bottom half stained with dust, pulled into the site two spots down from Walt, engine shuddering to a halt.

That was fine. The mountain top was definitely big enough for the both of them.

But something was slightly off. Walt cocked his head to the side as the pickup's single occupant opened the door and hopped to the ground.

Their auburn mane waved in the breeze as they stretched, raising their paws above their head.

"Howdy, neighbor!" his rich, baritone voice echoed.

Walt's jaw hung open.

His new neighbor appeared to be a lion wearing green canvas shorts and a white tee-shirt that said, "Take A Hike" on it.

Walt remained dumbfounded. He stared at the creature.

The big cat smiled, baring his fangs. His wild mane of brown fur blew around in the wind. Walt could see the definition of his muscles, even through his hay-colored fur on his arms. From the back of his shorts, the lion's long, tufted tail flicked back and forth. His wide foot paws spread out, claws curling out against the ground as he finished his stretch, pink tongue curling out as he yawned.

"Hey there . . . neighbor," Walt replied softly, not sure exactly how to address a lion. People told him he didn't need to bring a bear proof container for his food, but he hadn't considered needing anything for lions . . .

"Good to see someone else up here. The roads keep most folks away from the peak," the lion said. "I'm Al, by the way. Nice to meet ya," the lion chuckled as Walt continued to stare. He walked over and began fetching bags out from the back of his truck.

"I'm, uhh, Walt," the man managed to falter out. He tore his gaze away and tried to focus on setting up his own tent. "Nice to meet you too," Walt mumbled as he unzipped the nylon bag for his old gray and blue six-person (or like two real people) tent, poles and stakes clattering out onto the dusty ground.

He hurriedly gathered up the stakes and fiberglass poles before taking out the crumpled roll of his tent and spreading it out on the ground. He couldn't help but look back over his shoulder as the lion began to set up as well.

Al whistled softly to himself as he peeled the bag back from his tent. He then shook the baggy material as there was a sudden, breathy whumph and a moss green dome with neon yellow highlights popped into existence like magic.

Walt had always considered getting one of those . . .

The lion rolled out a worn blue tarp on the ground, easily hefted the tent into place, tossed a duffel bag into it, and returned to his truck for stakes and a hatchet.

Walt averted his gaze as the lion looked back over at him. It was hard to stop watching him. He'd never seen a lion in the wild, much less one camping on the middle of an American mountaintop. Walt tried to focus on setting up his own tent, but he didn't make much progress, his mind wandered back to his new neighbor over and over again.

"Looks like you could use some help." The deep voice appearing behind him made Walt jump, the fiberglass poles he'd been assembling clattering to the ground. "I used to have a tent like this. Always easier for two, to be sure."

Walt looked up as Al leaned down, holding open one of the fabric channels of the tent for Walt to thread the pole through. The sight of those broad paws gently holding the nylon-reinforced fabric hole wide made Walt gulp.

"Hey, thanks," he managed to stutter out, his voice creaking as he adjusted his squatting stance,

"Never a problem, neighbor!" The lion beamed, showing his thick, pearly white fangs.

Walt took the pole, hands trembling as the flexible length wobbled. He pressed forwards, but the jiggling tip of the pole slipped to the side and poked the lion right in the tight, rounded side of his thigh.

Walt's eyes widened, ears ringing, sweat prickling in along his brow. He didn't know how lions reacted to being poked . . .

Al burst out laughing, slapping his thigh and grabbing the pole. "These things have a mind of their own sometimes, eh?" He threaded the end of the pole into the hole. "Just give it a little push."

Walt obliged, hands shaking as he pushed the pole in about a foot before it caught on the gray fabric from the inside.

"Whoa, whoa. Hold up." The lion reached in, untangling the stuck pole. "You'd got to go slow, but nice and firm. If you feel it start to hitch, just slide it in and out a bit." He grabbed the pole in one paw, guiding Walt as he pressed forwards, sinking deeper and deeper, jerking back and forth.

"Okay, looks like we've got one through. Let's just do the other and you'll be set!" Al stood up, grabbing the other pole and folding it out, joining together the pieces as if he'd done it a million times before.

"Right, right. Thank you so much." Walt said, scuttling to the next corner of the tent and finding the empty hole.

"Not a problem, friend. It's a long and lonely drive up here. It's nice to have some company, to be honest. I don't see other folks up here all that often," Al admitted.

Walt grabbed the pole channel in his fingers, nodding along as he listened to the lion. He really hadn't expected a lion to be lonely . . .

"Ready?" Al asked smiling, squatting down and thrusting the wobbling tip of the pole towards Walt.

The lion pressed forwards, shoving the pole into the tight fabric sheath. He thrust in a foot before pulling back a few inches and pressing in deeper, sliding past Walt's fingers.

"There we go, nice and firm, in and out" the lion's voice rumbled. As he pressed the pole fully in, he scooted up, pressing his broad chest up against Walt. The lion leaned forwards, making sure the rod was fully inside.

Wait . . . something clicked in Walt's head. He sat there a moment, wondering if he'd heard the lion correctly. He was about to turn and ask the lion when Al stood up. The feeling of the taut bulge of the lion's shorts rubbing against his back though his thin, green shirt made the hair on the back of his neck prickle up.

"See, with two people it's a cakewalk!" Al purred as the pole slid home.

"T-thanks!" Walt laughed nervously. "Those poles are always a hassle. I owe you one."

"Not a problem!" Al grinned. "Like I said, I used to have a tent just like that. I have a lot of memories wrestling with poles." He laughed out a hearty chuckle. "These new popups don't have them anymore. But if you ever want to help me out with my other poles, or vice versa, just let me know," he finished with a wink.

Walt's jaw hung open as the lion walked away from him, his cheeks flushing with heat.

Al's tail swished from side to side as he hummed to himself.

Walt couldn't have possibly heard that correctly. The man ran his hands over his face, shaking his head. He propped up the bent poles, and decided to hammer in the stakes before his old domed tent flew away.

He couldn't get the lion out of his mind though. The feeling of Al's warm, powerful body behind him played over and over again, along with the echoing, enigmatic innuendo.

Staking down the tent took a lot longer than it strictly should have, as Walt had to keep adjusting his shorts which felt much tighter than he remembered them being. He tried to think about other things: baseball, how to build a fire in the rain, that one time he'd tripped and fell on his face in front of the class. And yet, he couldn't keep the thoughts of Al's furry warm body snuggled up against him from percolating up in his mind.

He remained squatted on the far side of his tent for longer than strictly necessary, trying to collect himself. When he finally stepped out, ready to ferry his sleeping bag and pad from his trunk to his tent, he found Al was sitting on the bench of the wooden picnic table between their sites, leaning with his back against the table.

"Hey, neighbor. Care for a drink before you move in?" He gestured towards a rounded bottle of whisky on the table with two shot glasses set before it. "It'll put hair on your chest!"

Walt swallowed heavily, looking between the whisky and the lion. He had to admit, a drink after the long drive and kneeling on the dirt setting up the tent sounded pretty nice.

He_was_ thirsty . . .

"Absolutely!" Walt tried to muster up as much confidence as he could. He did really appreciate the lion's help setting up, and sharing a drink was the least he could do to repay him. He walked over, trying to choose his words carefully. "You know, I've never seen any lions out camping around these parts."

"Oh, for sure," Al chuckled. "Most lions avoid people outside of big cities these days. A lot of people really don't like seeing a lion out in the wilderness, if at all."

Walt nodded. "That sounds pretty tough." He watched as the lion pulled the cork from the half full bottle with a ringing pop. He squinted at the gold embossed label which read Regal: Single Malt.

"That's why I mostly stick to the far-off places like this," Al explained, pouring two shots that blazed in the light of the setting sun, picking up them both and handing one to Walt. "So, here's to new friends in far off places!"

"To friends in far off places!" Walt winced at first as the whisky blazed down his throat, stifling a few coughs. It wasn't bad though, the fire quickly replaced by a nice, smokey sweet finish. He licked his lips with his tingling tongue.

The lion let out a sigh of approval as well, setting his glass back against the table with a solid clunk. "So, you know how you said you owed me a favor for helping with your tent?" he asked, taking a step towards Walt.

"Yeah." Walt swallowed heavily, looking up at the built lion looming over him.

"Well, could I cash it in for a kiss?" The lion beamed down at him, mane blowing in the mountain breeze, golden eyes glittering in the final rays of sunlight. "Only if you want to, of course."

Walt's breathing stopped short. He looked up at the lion as the large cat winked down at him. He swallowed heavily, trying to find an excuse to decline, but his mind was coming up blank.

"You know what, I guess I could do that . . ." Walt couldn't help the edges of his mouth from curling up into a tentative, if somewhat forced grin. Walt stepped forwards, leaning up and pursing his lips, eyes screwed shut like he was waiting for someone to slap him.

Al wrapped his powerful arms around the man, hugging him close and pressing his muzzle against Walt's lips. His broad, brown, wet nose bumped against Walt's own, huffing warmth against the man.

Walt wasn't prepared as the lion's wide, rough tongue scraped over his lips and slipped into his open mouth. It tasted of whisky and warmth. Walt had never kissed a lion before, but he suddenly understood the appeal as the tongue slid in with a smooth rush and then prickled back, grasping at his own tongue and the roof of his mouth. He let out a muffled groan, melting into the lion's steady grip as they continued exploring each other's mouths.

Al pulled back slowly from the kiss, whiskers twitching as he licked his thin, dark lips. "You know, we don't have to stop with a kiss. We have the whole mountain to ourselves . . ." His paws slid down the back of Walt's shirt.

"Are you saying you need help with _your_poles this time?" Walt leaned in against his chest, hearing him take in a sharp breath as he reached down and pressed his hand against the bulge in Al's shorts. He could feel something twitch underneath the thick green fabric as he squeezed.

"Ohhhh, I think you're getting the idea," Al growled out, panting. "We just need to find a place to put my pole, hmmm?" His paw slid down, slipping under the waistband of Walt's shorts. His wide, padded fingertips pressed in at Walt's rump through the thin fabric of his boxers. "I think I know just the place for it." He rubbed a finger between Walt's ass cheeks, prodding his anus, feeling the taut ring of muscle clench and strain behind the thin fabric barrier.

Walt groaned out eyes flying open and blazing into bright gold, whiskers prickling out from his cheeks as his mouth hung open. He couldn't help himself, hugging his body closer against Al's, rubbing his crotch against the lion's own, heartbeat pulsing between his legs. His reservations bubbled away, boiled off by the rising heat of need stirring inside of him. He gritted his teeth, canines sharpening, lips thinning and darkening as the lion teased his hole with small, tight circles from his insistent finger.

"Will there be more camping puns?" Walt wheezed out. "Because if there are, I'm in!"

"You know, you're pretty cute," Al chuckled, cupping Walt's chin in his other paw. "You're also going to make a pretty lion." He lapped up the side of Walt's face as the man squirmed in his grasp, tawny fur bristling in along his cheek just behind the rough tongue.

Walt's cheeks blazed as the fur covered them. Al moved his paw up his face and tussled his hair as his ears pulled up into rounded points. They twitched, dusted in hay colored fuzz as they folded back.

"Is that how it works? You know, I've never slept with a lion before . . ." Walt purred out as he leaned into the scritches. "It does wear off pretty quickly though, right?"

"Oh, you should be whisker-free by the time you get down the mountain," Al promised as he stroked his claws through Walt's hair as it began to fluff out into plush orange. "Though it depends on intensity, and you know, sex while camping can be . . . in tents!?"

"Goddamnit!" Jake swore even as he laughed. "Just take me now!" He turned around, leaning back against Al's chest theatrically while also grinding back against the lion's straining crotch.

"Someone's eager all the sudden." Al wrapped his paws around Walt's chest, slowly kneading against it like he was making biscuits.

"Oh, that's just the whisky talking," Walt's snort of laughter turned into a growling purr, his pecs tingling, bulging under his shirt.

"Well, I hope the whiskey is telling you to take off that shirt," Al ran a paw over the now tight green fabric. "Because it's not going to last long otherwise . . ."

"Only if you show me how it's done . . ." Walt turned around, grabbing the bottom hem of his shirt.

Al shrugged, grabbing his own shirt as they both pulled them up, lost in a temporary moment of fabric rubbing up and passing their faces.

The lion shook his mane. "Like what you see?" He stepped in towards Walt, resting his wide paws on the man's shoulders. "I sure do . . ."

Walt's eyes traced down Al's broad shoulders, past his brown mane trailing down his defined pecs, weaving a tapering trail down towards the waist of his shorts. But then he followed the lion's gaze and looked down at himself, his chest hair smoothing down in a golden wave as Al's paws ran down, suede thumbs pressing and rubbing in over his stiffening nipples.

"Mmmmm, I could get used to this," Walt admitted, his voice lowering to a satisfied growl. His tongue flicked out, curling up over his nose as his face slowly began creaking forwards into a leonine muzzle. His chest swelled out, muscles bulging under the lion's insistent kneading. "But I think I'd be sad if I stopped changing only halfway." He dropped to his knees between Al's legs, leaning in against his thighs and nuzzling in against the lion's straining bulge, wet darkening nostrils flaring as he drank in the addictive, peppery scent of aroused male lion.

"Ohh, is my little lion hungry?" Al asked with a smirk. He reached down and unbuckled his belt, pulling, letting it slowly slither out from the loops. He almost had to fight Walt, pushing back the man's face as he popped the button and stepped out of his heavy forest green shorts.

"Ravenous," Walt replied as the lion's straining navy blue boxer briefs were revealed to him. His whiskers twitched as he leaned in and lapped up the side of the bulge, brow furrowing as his now rough tongue caught at the thin cotton material, making him pull back and shake his head, lapping out at the air confusion. The strange sensation wasn't enough to dissuade him though. He opened his jaws wide again and nibbled at the pulsing flesh through the taut material.

His fingers strained, combing through the straw-colored fur of Al's thighs. With every stroke, Walt's nails curled out, fingertips thickening with brown leathery pads as he groaned and drooled.

"Whoa_there! Watch those teeth, kitty." Al hissed in breath through his teeth as he pushed Walt's head back. "You _really want to see it don't you?"

Walt nodded up at him, gleaming eyes as wide as saucers.

"Well, I can't say no to that face," Al chuckled. He hooked his finger under his elastic waistband and slowly peeled off his boxer briefs, revealing his pink, throbbing, feline maleness. His heavy cock bobbed, tapered animal tip brushing against Walt's cheek, barbs combing through his growing fur.

Walt licked his lips, pressing his forming snout in against the warm, fuzzy heft of Al's balls, drinking in his heady feline scent. He could hardly help himself, letting his tongue drag up against those rounded orbs, feeling them tense up against his tongue before he slid up. He tasted the salty musk of Al's cock, hearing the lion growl out as his tongue bristled past the sensitive barbs.

Walt's hot breath puffed out against Al's toned belly before he opened his jaws and let the lion's cock slide between his growing fangs.

"Ohhhh,god," Al moaned out. "You could suck the green outta grass. Shiiiiit. . ." He clenched his jaws and grabbed Walt's head, fingers combing through the man's growing mane.

The praise sank into Walt's mind as he bobbed his head down lower, letting the tip of the cock prod the back of his throat. The animal shaft jerked in his maw, salty warmth blooming on his tongue as he scraped hungrily against it. His own shorts creaked, waistband digging into him as his body grew larger, more powerful: strong and feline. He wrapped his darkening lips around the delicious cock, sucking in harder.

Al let out a grumbling chuff. He actually had to push Walt's face back to get him to ease up.

"Too much?" Walt asked impishly, wiping the corner of his muzzle with the back of an arm.

"Oh, no. You've got quite the technique," Al laughed. "I just didn't want this to end yet. Certainly not before I get to see that cute rump of yours."

Walt's cheeks fluffed up as he pushed himself back up to his feet, his sandals feeling strangely tight.

"Oh, like this?" he asked, pulling off his belt and turning around, followed by muffled swearing as his claws and broader fingers clicked against the button on his fly.

"Oh, paws take a second to get used to, here." Al stepped in, wrapping his arms around Walt, pressing his broad chest up against his back. His tawny fur brushed against Walt as the man's own skin twitched, fur racing down his spine and then spreading out. Al's paws easily undid the button and slowly peeled down his shorts and boxers, taking off his sandals as well.

"Isn't that better?" Al asked, giving Walt's rump a cheeky squeeze.

"I think so." Walt turned around, cock bobbing as he struck a sultry pose. "What do you think?" His auburn mane crept down his chest towards it. He ran his paws over his body, liking what he saw and felt. "Hey, what are yo-aaaaaaa!" He shouted as Al grabbed him, scooping him up and tossing him over his shoulder like a sack of potatoes.

"Just getting you into a more comfortable position." Al's paw scratched at Walt's back reassuringly as the changing man squirmed in his grip. "How do you feel about doing a little bit of housewarming?"

"Ohhh, I think I could be persuaded," Walt laughed, hanging there, amazed at how easily the lion carried him over towards his still-open tent. His eyes followed Al's tail lashing behind him.

"Good," Al grunted. He easily set Walt down on his rear inside the empty tent. "Because I know just the thing to warm you up."

Before Walt could banter back, the lion crawled into the tent on his hands and knees and pressed his huge muzzle between the man's legs. Walt's forming fur stood on end as Al's warm breath puffed against his pulsing shaft just a second before his tongue lapped up, dividing his balls. He writhed as the lion licked in again and again, giggling as his balls swelled out tight in their home, taut scrotum quickly dusted with velveteen fur.

Walt gasp out, hand-paws digging into the fur of Al's mane. The lion looked up at him, golden eyes blazing in the diffuse light of the setting sun seeping through the mesh and fabric. Then Al winked before sliding up Walt's shaft once with his tongue and then engulfing the man's cock in his balmy, animal maw.

Squirming against the tarp-floor of the tent, Walt's groans turned to growls as the lion's rough tongue scraped over his quivering cock. Al bobbed his head, tail wagging behind him as he suckled at Walt's maleness with impish delight. The sensation intensified, Walt's cock shuddering, swelling out longer and thicker, barbs prickling in as the tongue tugged at them maddeningly.

Then Al pulled up, letting Walt's now pink skinned leonine shaft slip from his maw before lapping up from the base and gathering a healthy dollop of glistening, salty pre on the tip of his tongue.

Walt was about to make a comment on the lion's technique when Al grabbed him by the hips and hoisted him up so he was leaning back against his elbows. The lion snuffled in at his bared ass before lapping out between his cheeks, smearing his own slick pre against his clenched asshole. Walt's fangs clacked shut, his body stiffening as his spine pressed out, creaking every time the lion lapped back in, his asshole twitching out wider and more feline with every lap. His forming tail lashed from side to side, tip bursting into orange fluff, his ass clenching against Al's broad, rough tongue with every wag.

Al pulled back, licking his chops, pulling Walt back towards him, rubbing his cock up against the mostly changed man's hefty balls.

"Well, my kitten, are you ready," he growled, lifting Walt's waist up higher. "To help me with this last pole?

"It would be irresponsible to stop now," Walt huffed. He spread his thighs out, toes clenching and unclenching as his feet bulged into paws.

"Good. Deep breath, kitten." Al pulled back, lifting up Walt's rump and positioning himself.

"You're really theatrical, you know thaaaaaaaaaaaaaAAAAAAARRRRRRRR!" Walt's words changed to a savage snarl as Al thrust in, pulsing tip of his turgid shaft spreading Walt's tight ass wide around him. Heat blossomed inside the changed man, his asshole stretched wide as he clenched around the thick pole ramming into him.

But then Al pulled back, and Walt's snarl changed into a garbled roar, the soft barbs scraping against the edges of his asshole, making prickles of bliss spark through him, his tail cracking out longer as it whipped about wildly. His own cock bobbed, slapping back against his plush belly, making him writhe in ecstasy as his own pre matted his fur.

Al began thrusting into him with rough shoves, the tent shaking around them, Walt's body quaking, his hands balled into fists as the claws on his leonine legs clenched and retracted again and again. The lion's balls slapped against the base of Walt's writhing tail while his own tufted tail whipped around under him, smacking into the edges of the unzipped door.

Walt didn't think he could take anymore, his whole body burning in overwhelmed extasy, fur bristling, ears folded back, ass wrenching down with every hot then prickling thrust. But then Al reached down, grabbing Walt's cock in his heavy paw and squeezing. The new lion's eyes flew wide open as Al began to pump up and down his shaft, leathery pads scraping past his barbs in quick, insistent strokes, embers of pleasure bouncing around through his body as his balls clenched.

The new lion couldn't help himself. His tail writhed against the ground. He unfurled his claws on his hands and feet, thighs clenching around Al as the lion thrust in one last time with a sense of desperate finality. Walt's insides boiled, ass clamping down in wild, arrhythmic seizures of bliss. He roared as his cock jerked and began spattering out thick hot ropes of lion seed all over his belly, chest and face.

Al joined in, jaws opening wide as he bellowed out, feline shaft jerking before painting Walt's insides with bursts of musky warmth. Hot essence dribbled out, seeping down onto the base of Walt's tail as they rocked together, each lost in the moment of raw ecstasy. Walt couldn't stop himself, his new body drunk on lust as the virile reek of male lion filled his tent. They egged each other on with the wordless language of rutting beasts, slamming together until they'd coaxed out every last mote of mutual pleasure.

Al pulled out and then toppled on top of Walt, giving him a quick kiss before pulling himself to his knees.

"I'll be back. Trust me, you don't want to let it dry in your fur."

Walt didn't even respond, laying on his back in his tent, tail slowly sweeping from one side to the other like a drunk metronome. His ass still clenched occasionally, echoes of their lovemaking causing him to shudder even as his cock began to retreat into his loose, furry sheath.

Al came back with two beach towels and the two of them managed to wipe off the evidence of their exertion.

"You know, it gets pretty cold up here at night . . ." the lion smiled down at his zonked companion. "We could stay warm if we bunked together . . ."

And so Al brought both of their sleeping pads out and pressed them together in Walt's domed tent, and they both snuggled together, watching the orange of the sunset fade into the brilliant sight of the milky way above them.