Up Periscope

Story by Nex_Canis on SoFurry

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Up Periscope

The USS Undertide.

It was one of the US Navy's oldest and finest submarines. Refitted over and over against since the Second World War, the Undertide was one of those subs that had survive Pearl Harbor, survived the Gulf War, survived countless campaigns...

... and was finally being decommissioned after more than forty long years of service.

In retrospect, it should have been decommissioned years ago but it became a symbol of America's survivability, endurance and proud heritage.

No one could really just let it go...

Well... Until now that is.

The Undertide was going to be pulled apart, piece by piece and then put on display in the middle of some park somewhere in Hawaii for people to crawl all over and inside, playing with the periscope and jumping all over the controls... never really appreciating what it had gone through and what it represents.

Better than being scrap metal, though.

Lieutenant Conrad Willows stood on the Conning Tower of the Undertide, breathing in the fresh, sea air and feeling the sun beating down on his tanned skin developed over years of being out in sea. The 27 year-old was still in the prime of his military career and had gotten quite attached to the Undertide despite having only served on her for a short while.

He wasn't sure but just being part of the history of the Undertide made him feel like part of something... greater. It was sad to see her go but with the need for bigger, better more reliable subs, the Undertide was becoming... obsolete.

But her sentimental value would always be valued above her worth as a military vessel.

"Won't be long now, old girl..." he whispered softly, patting the hull gently. The sea breeze wafted through his dark brown hair that was slightly bleached from being out in the sun too much. "It's sad to see you go... but you're a military girl... You know how it has to be..."

Sighing softly, he gazed out into the ocean and wondered how much longer it would be to Hawaii...

He hoped it wouldn't be too soon.

This one last trip... He wanted to cherish it.

"Lieutenant!"

Willows turned and looked down the ladder to where Ensign Mark De'Cruz stood, peering up at him. The young Ensign had just joined the navy and his first duty was to help escort the Undertide to Hawaii. A nice, easy job. Still, he couldn't be more excited if someone were to stick him in the middle of a war with a bazooka.

Seriously, the guy craved action and joining the navy - at least in his opinion - was the best thing he had ever done in his life... even if it was against the wishes of his parents.

"The captain needs you at the bridge, sir!" De'Cruz exclaimed with a big grin on his face.

Willows smiled and nodded. "Alright. I'll be right there, Ensign." Then, as an afterthought, he added, "Thanks for the heads-up, Ensign. We'll make a seaman out of you yet!"

De'Cruz grinned, his broad, full lips splitting into a brilliant smile that was a sure lady-killer. The guy responded well to praise and Willows guessed that he got a lot of that. De'Cruz could easily be a 'pretty boy' with his wind-swept blonde hair and bright, green eyes plus those boyishly handsome features. De'Cruz had a string of ladies bidding him goodbye when they left port that just made Willows chuckle. His cleanly shaved features looked like he had never shaved before like he was stuck with a man's body but a boy's features.

As the Ensign rushed off to his next duties, Willows glanced one more time at the exterior of the Undertide. His ruggedly chiseled features were reflected against the shiny, black surface of the sub. For a moment, he believed that he had become somewhat married to the Undertide and that, perhaps, after this little trip, it was time to find someone to settle down with.

He wasn't getting any younger, after all.

Sometimes, his bunk did feel a little lonely.

With a sigh, he turned and headed back down the Conical Tower into the main section of the submarine itself. He wandered through the small, enclosed space of the massive submarine - the biggest of its kind during the Second World War - and passed its small crew of 20. It was a skeleton crew at best. This was not an actual naval incursion or exercise.

Many considered it simply moving a 'retired piece of junk' elsewhere.

Most of the crew didn't really care about the Undertide... at least not as much as Willows.

He passed a rather lanky Ensign who was sitting on the side of one of the hallways, twitching and constantly fidgeting with a pen in his hands.

Lieutenant Commander Samson McGowan had a military career older than Willows. The red-haired Scottish man had originally come from the Army but switched to the Navy after he fell out with his wife and wanted to be 'away from her' as much as possible. Since he wasn't about to be shipped off to a war any time soon, he transferred to the navy instead where he'd spend most of his time out at sea.

Unfortunately, his stress developed a rather nasty habit of his that wasn't tolerated in the environment of a submarine... Smoking.

Yes, most submarines were quite safe and the chances of oxygen leaking out into the air and fire catching from a cigarette thus threatening the rest of the crew was minimal but it was better to take no risks.

So, McGowan was forced to go cold turkey for the duration of this trip.

Thankfully, they were almost at Hawaii.

Despite being a senior officer to Willows, the younger lieutenant felt like he was constantly looking after McGowan.

He sat down beside McGowan and sighed softly. "Feeling the urges again there, sir?" he asked tentatively.

"Those damn patches don't do a thing," McGowan growled through his slightly yellowed teeth from years of smoking. "I need a puff bad..."

"Just hang in there, sir," Willows said, patting the older officer's shoulder. "We're almost at Hawaii. A day at most. Try to get some sleep. We'll be there before you know it then you can be huffing and puffing all you want."

"Little comfort there, son," McGowan grunted with a grim grin. He nodded towards the bridge. "You better head off... I hear the skipper wants to talk to you."

Willows patted McGowan's shoulder just for good measure and got up. "Take care of yourself, sir."

The older officer merely grunted as Willows headed further down the hallway towards the bridge. He passed Ensign Cody Armstrong and Cadet Lance Paulson. Cadet Paulson was the newest member of the crew and was essentially here on training. He hadn't obtained his 'sea legs' quite yet and was suffering from motion sickness. Ensign Armstrong was hoping to become a medical officer and was basically the medical officer for the small crew, at least temporarily.

Armstrong was one of the 'gentle giants' of the team. The tall, dark-skinned individual had an easy-going smile that set most people's minds at ease. His dark brown eyes were always bright, mirthful and his jokes - while sometimes crude - were still very funny. His muscular frame may have put off quite a few patients but when it came down to it, he was one hell of a medic.

As for Paulson... Well... the poor, lanky kid was barely out of high school and it was Willows' guess that the guy just ran off to join the navy because he thought it was cool. He carried around a PSP all the time and played it whenever he had free time. In all honesty, the small, bespectacled Italian-American with black hair and olive skin didn't have the discipline to be in the military.

But who knew?

One day, Paulson might just end up being a great seaman.

But right now, as he sat on the medical bed with a bucket in his hands throwing up his lunch... that didn't seem at all that likely.

"You going to be okay there, cadet?" Willows asked, leaning against the doorframe.

"Hurrrrrrk!"

Not exactly the reply Willows was looking for...

"He'll be fine," Armstrong laughed, clapping the cadet on the back playfully. That only caused Paulson to fill up the bucket even more. "Just needs a good long rest is all."

"I've got some nausea medicine back at my cabin if you need some."

Armstrong chuckled, his deep, resonating voice reverberating within the small clinic of the sub. "Aww, I got some good stuff in here. Besides, nothing like getting a good ol' stomach twisting to get you used to the roiling seas, eh, cadet?"

He slapped Paulson again... more heaving.

Willows felt his own stomach start to rebel at the smell and he bid the two a good day and repeated his offer for some nausea medication should Paulson need it.

He hurried through the rest of the submarine and rounded a corner -

Wham!

Willows staggered back and instantly tensed.

Lieutenant Harry Shaw was perhaps the only person on the crew that Willows did not like. It was bordering on hate. Shaw was about as tall as Willows - maybe a little shorter - but he was beefier and looked a little more muscular in the tight-fitting navy uniform he wore though Willows suspected the guy just bought a size smaller to look bigger. They shared the same sky-blue eyes and many people commented they looked like twins.

That only aggravated them both because neither of them wanted anything to do with the other.

They had gone to officer school together and they had basically risen through the ranks together. Many people grouped them together as one and that irritated them both to no end. In their attempt to separate themselves from one another, they purposefully went in different paths... or tried to at least. But fate seemed to conspire against them and always somehow led them back to each other.

Then they took more drastic measures to be away from one another...

Where Willows attempted to excel in his studies and pull away from Shaw... Shaw opted to sabotage his efforts and make him worse. That only ended up cancelling Willows' attempts to become top dog and pulled him back down in rank... right next to Shaw... again.

So, they ended up being right beside each other... Even in this submarine.

"Lieutenant," Willows greeted curtly.

"Not for very much longer," Shaw answered with a smirk. "Just had a chat with the skipper. I'm gonna be promoted when we land."

For a second, Willows was sure his heart broke... but he restrained himself from lashing out at Shaw. The guy did not deserve to be promoted. That was the last thing he deserved! He had been systematically been sabotaging each and every one of Willows' attempts to excel and now he was being promoted!?

Willows took a deep breath and calmed himself, forcing a smile. It was clearly forced and Shaw knew it. "Good for you. Maybe we won't be joined at the hip anymore."

It was a joke that ran through the navy. Willows and Shaw were 'joined at the hip'... It got old... fast.

"Yeah. Instead of always being right beside me, you get to be in my shadow," Shaw chuckled. "Eat my dust, Willows."

"Suck my cock, Shaw," Willows snarled, shoving past the cocky asshole and marching straight towards the bridge.

He hated Shaw with a passion he never knew before. Part of him said that he would never find love as long as Shaw lived and breathed but he set that aside and entered the bridge. Only Captain Bartholomew Smyth stood on the bridge with a handful of ensigns who were all doing some regulatory maintenance on the sub, just making sure the autopilot took them to the right place.

Captain Smyth had seen a lot of action. He had a rather grisly scar across his left cheek from a previous campaign that he was more than willing to speak to the cadets or crew about. Despite being in his early forties, he already had a full head of grey hair but at least he wasn't losing it. Which was kind of funny because he only seemed to get that grey hair when they departed from port for this short mission. The day before that at the pre-launch party, he had only a few bits of grey hair.

There were rumors going around that Smyth's wife had dyed it in an attempt to make him less appealing to the women in Hawaii. None of which Smyth ever confirmed, of course.

"Sir," Willows began, saluting. "You wanted to see me?"

Smyth turned from where he stood and beamed brightly. "Ah! Lieutenant Willows! I had hoped Lieutenant Shaw would send you my way! I would have thought you and he would've gone out for a bit of a celebration!"

Willows frowned. He hated it when people assumed he and Shaw were friends. In public, they made it seem like they were at least amenable with one another. People, naturally, took that to the next level.

They were the best of friends apparently... even 'brothers'.

Sickening...

Willows thought he might need some of his own nausea medicine.

"Unfortunately, sir, I am not in the celebratory mood..." he answered dully.

Smyth gave him an enquiring look. "Oh? Why not? I'd have thought that a promotion would have been cause for celebration."

Forcing another smile, Willows said, "His promotion is indeed something to be celebrated, sir, but... I am just not feeling it."

The Captain gave him a critical stare. "Didn't he tell you? You're being promoted too."

That smile dropped to a frown of shock. "What...?"

Smyth laughed and clapped his shoulder in a very fatherly gesture. "Son, you're being promoted too! You and Shaw both! Can't have two of our finest officers being separated, now can we? Not when the two of you bring out the best in one another!"

Willows was in shock...

He was being promoted!

Okay, so he was being promoted with Shaw but who cares! It meant that he wasn't being left behind!

He couldn't wait to rub this in Shaw's face... Although... Shaw probably already knew. He was probably asked by the Captain to tell him but was just too proud to say it himself.

The bastard...

He was over the moon!

He grinned broadly. "Thank you, sir!"

Smyth laughed as some of the ensigns around him applauded his promotion. The Captain wrapped an arm around Willows' shoulder and pulled him close, speaking in a whisper.

"Now I know you don't like Shaw, son. People do notice. We know that you and him aren't on the best of terms but no matter how you put it, the two of you push each other to do your best. You excel whenever he's around and he does the same. I know it kills you that you have to be working beside him a little longer but trust me when I say this: he's good for you, even as a rival.

"Just endure a little longer, okay son?" Smyth pulled away and winked at him. "When you make Rear Admiral, then you can fire his arrogant ass out of a torpedo tube."

Willows couldn't help but laugh and eagerly saluted his Captain. He wanted to hurry back to find Shaw and rub it in his face... But at the same time, he wanted to go home and tell his little brother - who was still in high school but also hoping to carry on the navy's proud tradition - that he was getting promoted. His little brother was all he had now ever since his mother died in a car crash and his father died at sea during some horrible skirmish with some smugglers.

Rory would be so proud.

"Dismissed, Lieutenant Commander," Smyth said with a big grin. "Oh, and you'll find your promotion package in your cabin. Make sure to go over the terms and regulations of your new position, what is expected of you, your responsibilities and your benefits."

Willows saluted again. "Yes, sir!"

Smyth returned the salute and Willows snapped his hand down, bolting for the exit and heading straight towards his cabin. It was unfortunate that he didn't see Shaw along the way but he didn't want to ruin his good mood by running into that asshole

Besides, with Captain Smyth's suggestion of shooting Shaw out of a torpedo tube, Willows was afraid he might just be tempted to do that.

He headed straight into his cabin that - unfortunately - he had to share with other senior officers. That only consisted of himself, Shaw and McGowan. The stench of McGowan's cigarette odor was still in the air but Willows ignored that he quickly hopped onto his desk. He grabbed a piece of paper and an envelope. He didn't know if and when Rory would get his letter but if he was sure to mail it the instant he landed, his little brother would get it at least within the next two or three days.

His letter was short and very concise. He tried to be professional about it but he couldn't help but be a little excited too which seeped into his words. He finished the letter by hoping that he will see Rory soon to celebrate the promotion.

With his letter finished, Willows tucked it into an envelope, addressed it, added some stamps and set it on his desk for delivery once they landed. Then he turned and examined his bed.

On it was a big, brown package and some documents.

The documents were the standard promotion form. Lots of regulations, a list of responsibilities and the customary 'thank you for your hard work and dedication and we hope for more of this in the future' message.

The package however...

Willows picked it up and wondered why it was curiously so light.

It was addressed to him... from 'the Undertide'.

Nice joke.

He gingerly unwrapped it, ripping the brown paper off the surface and dropping it on his bed.

It took him a few seconds to realize what he held in his hands.

It was... a pair of boxer shorts.

A pair of blue silky boxer shorts with the picture of... otters of all things on its surface.

He frowned and held it out at arm's length.

"What the hell?"

A knock came to the door and he spun around, hiding the rather flamboyant piece of underwear behind him.

It was Paulson... Looking as sick as ever.

"Erm... Sir..." the young cadet murmured. "I could use some of that... urk... Medicine now..."

"Have you been to the clinic?" Willows asked, tossing the underwear aside.

"No offense to Ensign Armstrong, sir... urf... but his form of 'medicine' is basically holding a bucket in front of me and slapping my back..."

That, Willows could believe.

He laughed and ruffled through his duffel bag and fished out some motion sickness pills. "Here we go."

"Nice underwear, sir."

Willows froze... then he spun around as he saw Paulson regarding the piece of insanely colored underwear on his bed. The Cadet fingered it curiously.

"Where did you get it?"

Willows quickly shoved the pills into Paulson's hands. "I don't know. It appeared on my bed with the rest of my documentation. If that will be all, cadet?"

Sensing his discomfort, Paulson saluted and quickly left.

A little aggravated by the annoying piece of underwear, he picked it up and decided the sooner he threw it overboard, the better. The last thing he needed was for people to start thinking that his form of 'celebrating' his promotion was to go parading around in his underwear... a rather... colorful piece of underwear for that matter.

Then again... He regarded it curiously...

He might as well wear it once right?

Sure it was a bit... insane but why not?

Quietly, he went over to the door and shut it nice and tightly so that no one else would barge in and interrupt him. He then quickly stripped off his uniform and slipped on the boxer shorts. He had to admit, they were a lot roomier and very comfortable. The way the silky, smooth and cooling fabric touched his balls and rubbed over his cock...

"Urgh..." he grunted, feeling the blood rush into his cock and his groin starting to heat up.

An idea hit him... Maybe... Maybe his form of celebration should be...?

... No... He was a disciplined seaman. He wouldn't subject himself to such a derogatory act of self-pleasure. Too many men had masturbated too often and ended up impregnating a hooker on some port and getting into a heap of trouble. If he gave in to his desires now... It would be a slippery slope.

Seaman... semen...

"What the hell..." he grunted. He stepped over to his bed and as he did so, passed the mirror that Shaw put up just to rub in how handsome he was to everyone though he and Willows did sort of look similar. He had to admit, just standing there in the boxers with his athletic frame... He looked damn hot.

Why didn't the ladies go after him like they went after De'Cruz?

Oh well, their loss

He turned to the side so that he could give his reflection a nice, side-on flex. With his cock tenting the boxers, it was a goddamn smoking sight to see. He wondered why none of the bodybuilders in those shows ever got hard.

Willows was beyond doubt now and he eagerly headed over to his bed, lay down and rubbed his rockhard erection through his newly acquired boxers. Suddenly, he wasn't so opposed to getting rid of them. They way they felt against his bare skin was... it was just something so relieving, comfortable and arousing compared to the military uniform he had to wear all the time.

He closed his eyes as he reached under the waistband of the boxer shorts and began rubbing his proud, eight inch tool that felt so hot under his grip. Grunts began escaping his throat as he his mind was filled with sticking that cock into the virgin pussy of some girl... He couldn't see her face but he could hear her squeals of delight, feel the tightness of her vaginal walls against his cock...

Screw the girl's pussy... He wanted her ass...

He grinned as he imagined spinning her around and sticking his cock in between that round, bouncy ass and hearing her gasp in delight as he took her anal virginity. Feeling her body hard against his... squeezing her breasts and running his hands over her long, supple legs...

The boxers were suddenly becoming a little constricting and he quickly slipped them down his thigh. He loved the feel of them but he wanted a bit of freedom.

Back to his fantasy... He buried his nose into the crook of her neck... smelling her sweat... her lust... and reaching down her crotch...

Gripping her balls...

The Willows in his fantasy jerked back and gasped when he felt the huge, throbbing dick pulsing beneath his grip. The sweet, strawberry scent of the girl vanished, replaced by the hard, musky scent of a man. The guy squeezed hard on his ass and he grunted as his precum burst into the guy's anus. He squeezed back down with his hand on the guy's cock and... and...

... he realized he loved the feel of it...

He loved the touch of that cock... Part of him realized it was because, in reality, he was gripping his own cock and that was causing him pleasure... but he couldn't stop... He couldn't stop now!

He stroked the guy's huge tool... hearing him grunt beneath him as he thrust his own prick deep into the guy's ass. Both of them were grunting like horny animals, a musical symphony of lust and male love.

Willows became lost in the passion... lost in the fantasy...

He was only partially aware when the man's body suddenly became covered in a thin layer of soft, slick, brown fur. A long, muscular, furry tail curled out from just above the guy's ass and wrapped around Willow's body, pulling them closer and closer together. The hard muscles all over the guy's form became harder... stronger, more muscular. He squeezed on each of them... loving the sensation of those rock-hard mounds.

The guy's features broadened... becoming wider and... furrier... His nose flattened out and became larger... a round, black blob on a cute, loving face.

Willows couldn't help it... He turned the guy's face towards him and drove his tongue deep into the guy's muzzle... Webbed paws wrapped around the back of his neck, pulling him deeper into that kiss until... until...

"Awwww fuuuuuuck!"

Willows bucked his hips and arched his back. His cock was hit by hard, strong spasms as his cum came flying out in gallons! It splattered all over his face, all over his chest and even shot well past him onto his neighbor's bunk!

In his mind, the otter-man orgasmed too... and he felt his heart race seeing that huge, muscular form cum...

His eyes fluttered open... and he realized he had never cum so hard in his life... His spooge was everywhere... and he was grateful that he wasn't wearing his uniform. The stench of his act permeated the air... It overcame McGowan's cigarette odor...

"God... This is messy..." he muttered.

Without even a second thought, he quickly pulled up his boxer shorts and went over to the small officer's bathroom. He grabbed the disinfectant and sprayed it around the place just to try and get rid of the smell. It wasn't very effective but it became less obvious. He grabbed a few pieces of toilet paper and dabbed the messy splotches on his bed and McGowan's, trying to make sure it wasn't too visible. Give it an hour or two, and it would be completely gone.

He just hoped that McGowan wouldn't come in any time soon...

Sighing, he decided it was best if he got rid of the evidence on his sheets. He couldn't take McGowan's sheets or it would just seem suspicious. Maybe he could explain that to relieve the stress of not having his cigarettes, McGowan had taken to jacking off.

That seemed like a plausible little, white lie.

He quickly stripped his bed, picking up the sheets and hurrying to the laundry, hoping no one would run into him.

WHAM!

That didn't work out so well.

"Oh! Sorry, sir!" Cadet Paulson exclaimed. The Cadet was looking a little better. Still a bit pale but much better. "Doing some laundry, sir? Want me to take that for you?"

Willows panicked a little. "Erm... No. It's alright. I can -"

"Don't worry, sir," Paulson said, taking the sheets from him eagerly. "It's the least I can do! Those pills helped a lot!"

"Um..."

"I'll have these nice and white for you, sir! Don't you worry!"

And just like that, he was gone down the hall.

Willows thought he should be worried... but it was natural for a guy out at sea to jack off... right...?

*****

Lieutenant Commander McGowan couldn't take it anymore...

He needed a puff... bad.

He tried to maintain his composure as he walked stiffly through the hallways of the Undertide, hoping he wouldn't run into Willows. That guy meant well but McGowan just couldn't bring himself to go through with the act if Willows gave him another peptalk. He couldn't let Willows down. The guy may be younger thank him and lower in rank but... it was like Willows was a younger version of him and he couldn't very well just let him down.

But when he wasn't around...

Part of him wanted to run into Willows... to tell him that he was an asshole for trying to butt into his life and thank him for being a good friend.

But McGowan's body craved something else...

Thankfully, he didn't run into anyone and quickly entered the officer's quarters.

He was hit by the scent of disinfectant and he guessed either Willows or that jackass, Shaw, had been inside recently. He will admit, that his 'scent' did make it obvious if and when he was smoking but those two had enough respect for him not to accuse him directly.

Again... he felt like he was letting Willows down...

Sighing, McGowan sat down on his bunk... and reached underneath it to his private trunk. After opening it, he reached into a secret compartment where his carton of cigarettes were kept. Beside that was a metal box that held a set of thick, fat cigars, never opened. He was saving them for a special occasion. Not that there was anything 'special' about these days.

Once he got back to the mainland, he knew he'd have divorce papers waiting for him.

One drunken night with the boys, one stupid mistake and suddenly, she was all over him. Not like she hadn't had her crazy, insane, relationship-breaking mistakes before. Seriously, she had blown her credit card so many times... She even knocked down McGowan's mother's ashes at one point and just vacuumed it up!

But did McGowan kick her out?

No.

Did he hit her or think less of her?

No.

He loved her.

But then the one time he ended up in bed with someone else because he was drunk, she was all over him calling him a cheater and unfaithful.

McGowan was willing to bet that it wouldn't be so bad if the person he ended up in bed with hadn't been a guy.

"He was a better lover than that bitch anyway," he grumbled, taking out a cigarette and lighting it. He took a long, deep puff... and let out the residual smoke slowly. His nerves eases... his muscles relaxed.

As he lay down on the bed, he murmured, "Bet he had a better chance of having kids than that frosty bitch anyway..."

Knock-knock.

McGowan was instantly sitting up again. Cursing under his breath, he yanked the cigarette from his lips and scrunched it against the sheets beside him.

"Come in."

The door opened... and it was De'Cruz.

The pretty boy...

"Sorry to interrupt you, sir," the ensign began, "but the Captain wants -" He paused and sniffed the air. "Have you been smoking?" Then as an afterthought, he added, "Sir."

"I smoke, ensign," he answered stiffly. "It doesn't mean I smoke while on duty or in a sub."

"Then you might want to put out the evidence, sir. Your bunk is on fire."

McGowan jerked towards his bunk... to find a small fire burning there where he had put out his cigarette.

"Son of a -!"

He turned around, bolted towards the officer's bathroom and grabbed a glass of water. De'Cruz rushed in and quickly grabbed his pillow and suffocated the fire. McGowan threw some water on it just for good measure.

But it was already too late.

The sub's fire alarms went off.

The lights all turned red and unnecessary functions were shot down just in case they needed to conserve power. The engines still ran and life support was still one but the doors immediately shut and locked them inside.

A reason why the Undertide was going to be decommissioned. It's security systems were downright shit.

You did not want to be trapped inside in a submarine while a fire was raging.

"Goddamnit!" McGowan shouted, slamming a fist into the wall.

It hurt like hell... but probably not as much as his court marshal would.

The last thing he needed was to lose his job.

Not when his bitch of a wife was waiting with those divorce papers...

"Sir...?" De'Cruz asked.

"What!?" McGowan snapped.

The ensign flinched. "I... I was just wondering if you were alright..."

"What does it look like?" McGowan snapped. Only then did he realize tears were falling down his cheeks. He sighed and collapsed on his charred bed, the smell of ash in the air and not from his smoking. "I'm probably gonna lose my job over this... and hell... my wife can't even plop out a kid not to mention that fiasco back at Singapore."

De'Cruz chuckled. "Oh yeah... I heard about that." He leaned against McGowan slyly. "So, what was he like?"

"Fuck off, De'Cruz."

The ensign pulled back and smiled comfortingly. "Look, sir, Captain Smyth is a pretty cool guy. I bet he'll look over this considering what you're going through."

"This isn't the first time I caused a shut down because of my smoking habit, ensign," McGowan growled. "If it were, then yeah, Smyth'd let me off with a slap on the wrist... but... I'm gonna cop hell for this, I know it."

De'Cruz sighed heavily... and it looked like he was thinking deeply about something. His eyes settled on McGowan's trunk. "Those your smokes, sir?"

"Yeah. What of it?"

The ensign quickly leaned forward, snatched up one of the cigarettes, picked up McGowan's lighter and lit the cigarette, putting it to his lips. He coughed and gagged but he managed to keep it down.

"What the hell are you doing!?" McGowan demanded.

De'Cruz grinned and crossed his arms, that cigarette hanging from the side of his lips a little awkwardly. "Getting a slap on the wrist."

"What?"

De'Cruz was starting to look a little green. "The Captain doesn't have to know that you started the alarm, sir. After all, I was the idiot that smuggled in a carton of cigarettes from shore and couldn't wait until we got to Hawaii. You're just the guy that caught me."

McGowan's eyes widened.

Was... Was De'Cruz actually...?

"Son... You have any idea how much trouble you'll get into?"

De'Cruz coughed and pulled out the cigarette. "Hey... You'll take care of me, right?" he squeaked between coughs.

Suddenly... the pretty boy didn't seem so bad.

Smiling, McGowan reached into his trunk and pulled out that tin of those cigars. He offered one to De'Cruz as he took one himself.

The ensign shook his head slightly.

"Come on. Try them. They're better than cigs."

De'Cruz chuckled. "Alright... I guess I am a smoker now." He picked one up and let McGowan light it. He took a deep puff and didn't end up coughing this time around. "Heh... I guess it's not bad..."

McGowan lit his own and grinned. "What I tell you?" He winked at the kid. "I'll take care of you, pretty boy."

De'Cruz rolled his eyes and lay back on McGowan's charred bed. "You know, sometimes I wish people didn't. I mean, I want to get along on more than just my looks. Seriously, dude, I'm a grow man! I can take care of myself."

"Everyone needs someone to look out for them, son. That's why they teach teamwork in the navy."

"Teamwork is one thing, man, but coddling is another."

McGowan found himself regarding De'Cruz a little curiously. His fit form was quite fetching beneath that navy uniform. That cigar in his mouth made him look all the more manly too.

"No one intends to coddle, son. You just gotta make sure that you make people know you can stand on your own two feet."

"Easier said than done, dude." De'Cruz sat up again, huffing on his cigar and letting out a stream of smoke slowly. "How'd you get to your position, boss? Was it hard?"

"Hell," McGowan answered. "Had to kiss ass, had to kick ass... It ain't easy, son. Let me tell you that. Had to look the part, act the part and think the part."

De'Cruz chuckled. "Well, you look good in 'the part', dude. If ya don't mind me sayin' so."

McGowan's heart skipped a beat for some reason and he regarded De'Cruz's sparkling, blue eyes.

Man, they were cute...

He blew a slow stream of smoke onto De'Cruz's face. The young ensign didn't even flinch. Slowly, he leaned closer to the young man, smiling as he reached up and ran his hand across the ensign's rugged, handsome stubble. Made him look more manly... more... irresistible.

"And you look goddamn smokin', son."

McGowan's heart was racing... There was some large section of him that went back to that night in Singapore that effectively ruined his life... That this would be a repeat... but then, the rest of him just said 'screw it, you're fucked anyway'.

So he might as well fuck someone else for the hell of it.

He grinned, pulled the cigar from his lips and kissed De'Cruz.

The ensign moaned and pulled out his cigar. For a second, their hot breath filled with the cigar smoke drifted in between their connected lips. McGowan pulled out and let out a soft plume through his nostrils while De'Cruz blew his part into the older man's face.

"Dude..." De'Cruz moaned.

"You're smokin' hot, man..." McGowan murmured, leaning in and nuzzling the young ensign's neck.

De'Cruz moaned, that sound reverberating through his neck and shaking McGowan to the core.

McGowan ran his hands under the ensign's shirt and quickly slipped it over his head, letting the young ensign remain there in his undershirt. Grinning, he took a puff from his cigar and let the smoke out around them. His cock was rock hard in his pants, precum already staining his perfect, white pants. He could feel De'Cruz's pants tenting as well.

De'Cruz grinned and took another puff from his own cigar. As he inhaled, McGowan could have sworn his chest looked bigger. Like when he inhaled, his lungs maintained their size. But his mind was getting hazy... He just wanted De'Cruz... bad.

He leaned in, kissing the young ensign savagely, wrapping his arms around the young man and feeling his pace racing alongside De'Cruz's. Every now and then, they'd take a puff from their cigars, breaking their kiss but then they'd be just back at it the second later. The one thing that McGowan loved the most was the touch of De'Cruz's rugged stubble against his cheeks. He thought the ensign was clean shaven when he entered but he didn't care.

The guy was goddamn hot!

Grunting, McGowan pushed De'Cruz back and grinned. "Hey man... My balls are itchin'..."

De'Cruz understood and bent down, nuzzling McGowan's wet crotch. McGowan puffed on his cigar and grinned as De'Cruz expertly unbuckled his pants and let them drop to the floor as McGowan sat on his bunk. McGowan's long, thick 9 inch cock bobbed in the air, dripping like a faucet and filling the air with the scent of male sex.

De'Cruz took one last puff... and blew the smoke on to McGowan's cock. The latter moaned before he arched his back and gasped as his cock slid onto De'Cruz's mouth. The wet, slick, sucking motion filled McGowan's mind, blurring all thoughts and filling him with unbelievable pleasure... far more than he ever felt with his wife...

His wife...

Screw her...

Right now, all that he cared about was De'Cruz... and taking care of him...

He wrapped his thick, meaty hands around the back of De'Cruz's long, blonde hair and grunted as he thrust into those cute, full lips. Moans escaped him as De'Cruz used his tongue, slipping and sliding it all over his cock.

"Urf... That's it, kid... suck on my cock..."

De'Cruz grunted... and his arms reached up to slide up McGowan's belly... rubbing the thick, rounded form there. McGowan's thick middle was straining against his shirt... popping the buttons one by one. With every breath that McGowan took, his chest expanded and his belly bloated. Thick abdominal muscles pushed past the fat, skin and thick layer of hair there but it was still a nice, healthy belly.

McGowan grunted and he reached down, taking one of De'Cruz's hands in his own... Strangely... he felt some sort of... thin layer between each of De'Cruz's fingers... He looked down... and moaned softly when he saw that De'Cruz's hands - indeed, even his own - now had thick webs each of them... and black claws jutting out of their tips...

There was a moment of panic in him...

... but then he saw the same panic in De'Cruz's face... even as he looked up at him with those adorable blue eyes...

... and McGowan knew at that point...

... he couldn't let De'Cruz feel that panic again... never again...

He wanted to take care of De'Cruz...

... of De'Cruz... and the submarine...

... the Undertide.

*****

Ensign Armstrong sighed as he leaned back against the wall of his clinic.

With the annoying fire alarm system in place, he was basically stranded and with no one to talk to... Well... he was pretty much alone. But that didn't matter. In a few moments, the lights would go back to normal and he'd be back to taking care of the sick.

No doubt there would be someone who had stubbed their toe or rammed into a pole in the dim lights.

Then he'd shine.

He always wanted to be a doctor but never had the grades.

But when he joined the military and he saw that he could train as one... Well, he took it with both hands and pounced at the opportunity.

Now, he was on his way to becoming a doctor and a navy officer.

Yep, life was good.

Flick!

The lights switched back one.

Armstrong grinned and stood up, dusting off his shirt ready for the show. He brushed his cropped black hair and stood at the ready in front of the door.

"Three... two... one..." he began.

Bam!

The door sprang open...

... but he wasn't expecting what was in front of him.

"Sir! You gotta help me!" Ensign Paulson cried... at least, Armstrong thought it was Paulson.

The guy was way beefier than he was before... and at least half a foot taller. But he had rippling muscles all over his body where once he was basically skin and bones. His pale skin was also covered in a very thin layer of brown fur to match his hair and his nose had blackened slightly. His hands also had thick webs between each of the fingers and from what he could see, his toes did as well since they had burst from his shoes.

"What the hell!?" Armstrong cried, backing away.

"I - I don't know!" Paulson exclaimed. "I was just doing Lieutenant Willow's laundry and suddenly... I felt really sick..." Paulson blushed suddenly. "The... The lights went out and suddenly... I was changing into this!" He fell to his knees. "Please sir, you gotta help me!"

FLICK!

Suddenly, the sub's lights died and they were thrust into complete and utter darkness.

"That's not good..." Armstrong murmured.

"Urgh..." he heard Paulson groan. "No... It's... It's the ship... She... she doesn't want... She doesn't want to go..."

Armstrong's eyes adjusted and he quickly knelt in front of Paulson, seizing his broad shoulders. "What? What's going on, ensign!? You've got to tell me what the hell is happening!?"

Loud moans and cries exploded out from the hallways... He could hear men screaming and loud bangs as people clamored through the metal hallways of the sub. Panic struck Armstrong and he quickly leapt past Paulson and slammed the door shut, locking it to make sure no one got into the clinic.

He didn't know what was happening but stuck in a sub with no power...? Yeah, this was bad.

"Ensign... You've got to tell me what you know..."

He turned around -

... and found a long, thick tongue pushed deep into his throat.

His eyes widened... and his cock hardened.

The tall, powerfully built otter-man pulled back, his eyes gleaming with a degree of evil glee.

"All I know..." the creature said in a low, sexy, deep voice. "Is I want you right now, Armstrong."

"Wh - What?"

The creature reached up and pulled a pair of broken glasses from his muzzle, tossing it away.

Armstrong realized he knew who exactly this creature was...

"P - Paulson...?"

"Call me 'Lance', chief," the otter said with a grin. "And now, time for your medical exam."

Armstrong screamed as he was suddenly lifted up by the huge creature's massive arms and deposited directly onto the medical bed. His pants were torn clean off him and before he knew it, a thick, hot rod was being pressed between his ass cheeks and pushing deep into his anus.

Tears of pain erupted from his eyes as he screamed for mercy, desperately trying to claw away but the otter-man wrapped his huge, muscular arms around his chest and held him tightly. The otter kissed his neck, the sensation sending chills down his spine. His hips shook as the otter thrust into him, shoving more and more of that thick, pulsing cock into him.

All the pain was suddenly replaced by undeniable lust...

Armstrong's mind hazed over quickly and a bit of drools slipped down the side of his lips as his screamed turned to moans of absolute pleasure. Paulson... Lance... kissed the drool away... before their lips met. Suddenly... Armstrong's entire body was overcome with unbelievable pleasure... His entire body felt like there was a tonne of thick meat pressed beneath his flesh and it was striving to burst out!

He moaned deep into Lance's, broad, muzzle as he felt his chest burst out, ripping through his shirt! His shoulders ballooned outwards, tearing the remnants of his clothes and sending them to the ground. Thick, black fur spread all over his body and he reached over his back, curling a long, muscular arm around Lance's neck. He could feel a huge pressure building at the base of his spine and he grunted.

As if sensing his pain, Lance pulled away and gave room for Armstrong's long, thick, muscular tail to twist outwards and curl around the other otter's massive, chiseled body.

Grinning... The two instantly went back into their kiss... Lance thrusting deep into Cody's ass and Cody moaning right down into Lance's throat. Cody's mind hazed even further... all aspirations of becoming a doctor... everything he wanted to be... replaced with... with...

... thoughts of protecting the Undertide....

... of surfing...

... of relaxing on the beach... his fully, muscular, massive otter body lying against the sand...

... Lance in his arms...

... Lance in his ass...

... Lance in him... with him...

Just him... Lance...

... and the Undertide.

*****

Willows yelled and staggered backwards, slamming the door behind him. The mess hall was filled with... with...

... He couldn't believe his eyes...

He was just eating in the mess hall with everyone and suddenly...

They all just... The entire crew just doubled over and... and... They turned into... Into otter-men!

What was happening!?

Someone seized his shoulder -

He spun around, throwing a punch -

WHAM!

"Hey!" Shaw yelled.

WHAM!

Willows got a punch to the stomach for that.

"I'm on your side, jackass," Shaw growled.

"Fuck you," Willows snarled.

"Those bastards just might," Shaw answered, nodding towards the shut door. "They're fucking each other's brains out and turning everyone into those... those things."

That was another thing that Willows couldn't understand... Those... things... They shoved their dicks into each other and... and... infected the rest of the crew...

"We... We have to get out of here..." Willows murmured. "Get the power back up... Maybe we can lock ourselves in the bridge and steer the Undertide back to Hawaii and get the hell off this thing!"

"Way ahead of you," Shaw answered, nodding down the hall. "Just gotta make it past through the horde of otters and to the bridge. Captain Smyth should be there. Hopefully he hasn't already locked the door."

Shit... Willows hadn't thought of that...

He did_not_ want to be stuck outside with these things...

But...

He shook his head free of that thought... "Let's go!"

He couldn't believe he was working with Shaw... but this wasn't any time to be thinking of petty rivalries. They bolted down the hallway. They passed rooms where those otter... things were fucking each other. Cocks rubbed against one another... cocks shoved up asses... Cocks being sucked and licked...

... all of them... guys... All of them... so gay....

Willows couldn't help it...

... he looked back at the dream...

... it was so hot...

Wait... that dream... his boxers... was... Was this all caused by his boxers...?

They passed the officer's cabin.

"Shit! Mark!"

He knew that voice...

"McGowan!"

He stopped and threw open the door...

His heart froze.

Two otters lay on top of one another... One athletic, chiseled and devilishly handsome with light brown fur and long, sandy-blonde hair... the other, big, beefy, with a massive belly arrayed with a set of abs and huge, muscular arms that had veins popping when flexed...

Both otters were covered in semen...

Both had a pair of cigars in their muzzles.

They noticed him.

"Yo, Willows!" the sandy-blonde said, waving at him. "Wanna join us for a puff? It ain't so bad! Not when ya got the right company!"

McGowan and De'Cruz...

Shaw seized his arm and pulled him free of the horrible... yet arousing sight.

"Stop daydreaming! I'm fucking gonna leave you if you do that again!"

"Sorry..." Willows whimpered.

They were both lying on McGowan's bunk... the bunk that he had cum on earlier and hadn't cleaned...

Was... was it because...

WHAM!

The door to the clinic burst open.

Two otters burst out, rolling on the floor, caught in a sexual embrace as they ravaged each other's muzzles. Shaw easily leapt over them but Willows froze as the big, black one turned to him and grinned.

"Hey, man! Why aintcha all furry yet?"

The thicker, more muscular brown one smirked. "Don't fight it, dude. She only wants ta keep us close."

He recognized them...

... Armstrong and Paulson... Paulson who took his sheets...

The sheets he had cum on...

... because of the boxers!

"No!" he cried, jumping over then and bolting after Shaw.

His heart was racing... his mind overcome with guilt...

It was because of him... the boxers... it was him...

Shaw erupted into the bridge... The door was thankfully unlocked...

... but both of them froze.

Sitting in the captain's chair, with a whole harem of smaller, athletic otters adoring every inch of his body, was a massive, grey otter with a proud, 12 inch cock pulsing against his chiseled, eight-pack. He still wore the captain's hat.

"Boys!" Smyth laughed. "You're just in time for the party! Grab some beef and dig in!" For emphasis, he flexed his biceps. Two of the naked, drooling otters pounced at his guns and began ravaging them.

"No... Not you too..." Willows whispered.

"Come on, guys!" Smyth laughed, his huge, muscular pecs bouncing. Two other otters were suckling on his nipples. "You'll love it! All she asks is that we protect her!"

"I ain't gonn be turned into one of you!" Shaw shouted.

Smyth grunted suddenly...

Willows was suddenly shoved to the ground just as -

SPLAT!

Shaw got coated in Smyth's cum.

"Not cool..." Shaw grunted. He glanced over at Willows. "You okay?"

Willows nodded and staggered to his feet... awesome that the cum-soaked Shaw had actually... pushed him aside to safety. Okay, so it was just cum but...

His heart stopped.

Cum... His cum...

It was his cum that had started all this...

So now... Shaw... Shaw was...

"Come on, we're getting out of here!" Shaw grunted, taking his wrist and pulling him back through the hallway.

"You can't escape, boys!" Smyth laughed. "The Undertide wants you both! Especially you, Willows!"

Willows bit back the pain and tears as he hurried through the horde of otters that were filling the floors and the sub with their cum. None of them seemed interested in them anymore... He guessed it was because they knew Shaw was already infected that he... He was trapped...

They hit the ladder to the conical tower and Shaw spun to face him. "Go."

Willows froze. "What about you...?"

He already knew the answer as Shaw grunted and his pants ripped. His thick, 9 inch chock pulsed between them.

"I'm gone..." he muttered, sweat showing on his brow. He was breathing hard... and with every breath he took, his clothes seemed to get tighter and tighter. A five o'clock shadow formed against his flesh and his arms were getting harrier and harrier. Shaw regarded his hands and winced when he saw the webbed connection between each of his fingers.

"Go... Get the fuck off this ship before I fuck you myself."

Willows hesitated... "Why...?" he asked softly. "Why not just fuck me now... Don't you hate me?"

Shaw snorted but that quickly turned into a grunt of pain as his chest exploded out from beneath his shirt, completely covered in thick, brown fur. He was panting hard and for a second, his eyes glazed over... filled with the need for sex and lust... His cock lengthened... and thickened too...

"You're so dense..." Shaw grunted, shaking his head. "So fucking dense..."

"What..."

Without warning, Shaw suddenly lurched forward and kissed Willows...

... It wasn't a lustful kiss...

... it was almost... a kiss goodbye...

Shaw pulled away and grinned. "Wanted to do that at least once before I turn into a horny, furry freak..."

Willow's eyes widened. "So... You mean...?"

"Yeah..." Shaw grunted.

Rrrrrip!

His feet exploded out of his shoes... furry... webbed... clawed.

"Get the hell out of here..." he muttered.

Willows fought back the tears and nodded grimly. He hurried up the ladder... and cast one last look at Shaw... Their gazes met...

... Shaw mouthed something.

... 'I love you'...

Willows tore his gaze away... and hurried up the conical tower. He heard Shaw let out a roar... one mixed with pain... loss... and lust. He let the tears flow now as he erupted out of the conical tower and stood on the surface of the sub.

They had shot past the harbor and heading for one of the inhabited islands... But with his military training, he would be able to get the word out.

The Undertide...

Wait...

A new realization hit him as he rested his hand against the hull of the ship.

He recalled all that he had heard... all that his former crew members had told him...

"Yo, Willows! Wanna join us for a puff? It ain't so bad! Not when ya got the right company!"

"Hey, man! Why aintcha all furry yet?"

"Don't fight it, dude. She only wants ta keep us close."

"Come on, guys. You'll love it! All she asks is that we protect her!"

Her... her... constantly 'her'...

Then he remembered who the package in his room came from...

... the Undertide...

"You won't let me leave... will you...?" he whispered softly, running his hand across the hull. As if in response, thick, dark-brown fur began growing against the back of his hand... and his fingers became webbed.

He chuckled softly... and understood.

"Alright... I'll help take care of you... And... Thanks, I guess..."

He turned, opened the hatch to the Undertide and slid back in.

He landed behind a huge, muscular otter that had to be at least seven feet tall, covered in sweat and with enough muscle beneath that thin fur to put a truck to shame.

"Shaw...?"

The otter spun around, eyes wide in shock. "What are you doing here!?"

Willows shrugged as he lifted his left hand, showing Shaw the transformation. "She wants me to be with you, man."

Shaw's eyes wavered. "I... I don't..."

Willows leaned forward, his lips hovering inches away from Shaw's. "I do..."

He planted his lips against Shaw's...

... and his mind exploded... filled with new thoughts... It was like the floodgates had finally burst and he let himself get swept up in the flood instead of fighting it. He clung onto Shaw, feeling the raw power of the Undertide siphoning into him and filling his very body. He grunted as his entire body ripped out of his military uniform but kept his boxer's intact. His proud, 12 inch cock slipped through the hole of his boxers and slid up to rub right against Shaw's.

His long, thick, muscular tail snaked out behind him and curled around Shaw's as he pressed his massive, fur-covered boy against his mate's, pushing them to the ground. He grinned and pulled back, flexing a bicep, watching the muscles there pump and grow, the veins pulsing beneath his fur. Shaw lustfully lunged at it, running his tongue all over its surface and filling Willows with unbelievable pleasure.

He threw back his head and moaned, his cock spurting precum all over Shaw's chest. His abs popped into existence one at a time, forming a nice, straight rack of eight to match Shaw's. His pecs ballooned out, his sweat rolling over those nice mounds and sliding over his thick, erect nipples. He rolled his shoulders as the power of the Undertide flooded into him and he leaned down to kiss Shaw one more time.

That kissed seemed to last forever as they shared the same breath...

Slowly, Willows angled his cock towards... and pushed Shaw's legs apart, revealing that tight, pink pucker. He closed his eyes and in his mind, he could finally make out that man in his dreams... that otter man was Shaw... His heart blossomed... he felt that passion there... that love... He wanted to be with Shaw... in the Undertide... he was safe with Shaw...

His mate groaned into his throat as he pressed his cock into the huge, muscular otter beneath him. Grunting loudly, Willows thrust himself deeper and deeper into Shaw, pumping his precum into his mate and bringing him closer and closer to the edge. His face adjusted... broadening and with thick whiskers forming just beneath the big, rounded nose.

He pressed that nose against Shaw's... and the warmth... the rightness he felt...

It made him thrust harder... harder and harder as Shaw pushed back, clenched his ass... Squeezing him and encouraging him to fill him...

With each pump, that fantasy became more and more of a reality...

He saw himself lying on a sandy beach with the rest of his otter brothers, holding his mate...

... the Undertide docked peacefully beside them...

... each of them taking turns to maintain her...

A small responsibility compared to the happiness he would have with Shaw...

He saw himself swimming in the ocean... surfing along the waves wearing his boxer shorts...

Kissing Shaw... fucking him... and loving him...

The two of them together... Forever...

That dream...

That dream...

"Aaaaaargh!" he cried, throwing his head back.

A thick blast of cum shot out of Shaw's cock and splattered all over his chest just as his cock jerked deep inside his mate, filling Shaw's ass with his seed.

The last vestiges of Lieutenant Commander Conrad Willows exploded out of the huge otter's cock and splattered all over the walls of the Undertide.

The otter, lay down on top of his mate... sighing contently and kissing Harry lovingly.

"I love you..." he whispered.

*****

The sun beat down on the small beach where the USS Undertide lay hidden.

The supposedly 'rogue' submarine was masterfully concealed and anyone who dared to attempt a way to find it never returned.

Not that they ever wanted to.

The entire beach was filled with small houses built by the ex-navy troops that were not hot, otter-men who were either busy surfing, catching food, taking care of the Undertide or fucking each other's brains out.

Newcomers were resistant at first but a day in the hull of the Undertide was usually enough to convert them. The sub was getting very good at turning people. Sometimes, depending on the person, they changed in a matter of hours, sometimes minutes.

Conrad smiled as he lay on the beach, beneath a palm tree, watching his brothers clamoring over the beach. He watched as Mark tore up the waves and showed the others how to surf properly. Samson was on working on the ship, his massive muscles and belly covered in sweat as he helped polish the sub. Cody and Lance were giggling on the beach as Lance mounded Cody for the twelfth time this morning. Captain Bart - as he liked being called - lounged on the beach with his harem, rubbing oil and their cum all over his godly body.

Yeah... Life was good.

Wham!

"Gotcha!" Harry laughed, pushing Conrad into the sand and poking his ass through those boxer shorts.

Conrad laughed and twisted around beneath his mate, leaning over and kissing Harry lovingly. "Dude, no fair. I was reading somethin'."

"Yeah?" Harry answered, leaning back with a grin and regarding the piece of paper in Conrad's paws. "The Undertide sent you some mail?"

No one knew how but the sub had the ability to send mail out to anywhere in the world. It was the perfect mechanism to get more brothers into their midst.

"Yeah," Conrad answered, sitting up and showing his mate the letter.

They both grinned.

"So... Rory has finally joined the navy huh?" Harry said, an evil glint in his eyes.

"Yeah... and he's coming to find me."