Something Gained, Something Lost (HMOFA)

Story by PapaDelta on SoFurry

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~3200 words

A guy gets his virginity taken by a milfy bear

Note: Don't read too much into the plot for this one, it's meant to be a one off so context will be lacking


>Big milfy mama bear

>Cooks you a hearty meal before your first night of passion just to make sure you have the energy to keep up with her

>It's delicious, vaguely reminiscent of your own mothers cooking, and when the meal is done she saunters towards the bedroom with a wiggle of her hips, beckoning you to follow with an ebony claw

>With a nervous gulp you stand up and follow her

>The two of you enter the bedroom, her large bed is covered with a few rose petals and candles in the four corners of the room cast a flickering orange light across the walls

>With the lights turned off it's dim, but not so dark that you can't see her naked body in all its furry curvy glory as she pulls aside the shoulder straps on her dress causing it to silently fall to the floor

>You're left speechless as she kicks her dress aside and confidently marches up to you

>With her dress gone all that's covering up her unmentionables is a lacy white bra struggling to hold her considerable breasts up and an equally lacy pair of panties hugging her wide, cub bearing hips

>A paw wraps around your wrist and she moves your hand towards one of her breasts

>When it's only a couple inches away you reflexively try to pull your hand back

>It's not entirely clear why you did that, even to you

>Probably has something to do with firsts

>This is your first time with a woman, first time in a bedroom filled with rose petals and glowing candles, first time touching a womans breasts that wasn't an accidental brush followed by a quick apology

>The bear pouts, then cracks a smile

>"Come on big boy, you haven't even seen anything that would be out of place in a sears catalog. Just take my lead and clear your head of those nasty anxious thoughts, our hearts will be beating in rhythm soon enough." She assures you with a wink

>You quickly shake your head in an affirmative and with your wrist grasped by her paw she moves your hand back towards her breast

>Getting the idea you open your palm and soft cotton fills your hand

>Staring into your eyes to gauge your reaction she gently guides your hand all across her bra covered breast, their sides, just below where the cotton ended and her fur began, then underneath her pendulous mammaries

>"Feel their weight." She says with a smile, slowly releasing her paw from your wrist

>Your hand now free to move on its own, you bring your other hand to the opposite breast and slowly lift them up

>Unsurprisingly they're fairly heavy, it honestly gives you a newfound respect for her bra in keeping such a glorious pair of boobs supported in the constant fight against gravity

>After getting a feel for their mass you begin kneading the plushy orbs, cupping them in your hand while your fingers explored their consistency

>God they feel heavenly, like what the pillows angels rest their heads on must feel like

>"They feel nice, don't they? All soft and warm, waiting to be held, played with, groped, sucked on." Her last couple words cause you to blush eliciting a chuckle from her.

>She grabs your pointer finger with a paw and brings it to the front of a breast

>She slowly rubs a circle around a slightly raised portion of the bra

>"Feel that? That's my-"

>"Nipple, I know." You say, finishing her sentence

>She leans forward

>"And would you like to know what it feels like when it's not covered up with cloth?"

>“Yes." You quickly respond

>With a smile she puts both paws behind her back fiddling with the clasp on her bra

>But then to your dismay she stops

>"Actually you know what? You undo it. You'll need to learn how at some point, better to fumble with it now than when you're with someone who expects more from you." She says with a cheeky grin

>"Thanks…" You grumble under your breath

>She turns around and with only a moderate amount of fumbling you manage to undo the clasp and the backstraps fall down

>With a satisfied grunt she faces you, a paw on each bra cup still holding it on her chest

>She pauses, then with a sudden flourish throws the bra across the room, her chest now laid bare

>"Like what you see?"

>You do, you like it a lot

>You take one step forward but she steps backwards and falls onto the bed landing on her back, your eyes drawn to her bouncing bear boobies the entire time

>"Let's get off our feet and continue this somewhere a little softer. Strip down to your underwear and come here." She says with a smirk and a finger beckoning you to lay with her

>In a flash you're down to your boxers and fast walking to the bed

>The bear looks down and licks her lips, “Nice tent, there enough room for two in there?"

>You stop in your tracks and look down

>A raging erection is tenting the front of your boxers, guess you've been too focused on following her lead to notice your own bodily functions

>"Don't know, it's a pretty tight fit just for one right now." You respond with a laugh

>"Tight fit huh? I might have a place that monster can take shelter in." She looks up to you and wags a finger. “But it might be a few minutes until there's a vacancy. Come lay next to me."

>"Yes Ma'am."

>After climbing on the bed you lean up on a shoulder next to her

>"So, now what?" You ask

>"Play with me." She answers

>"Uhh, what?"

>"Play with my body, explore my curves, get used to my unique scent and the feel of fur on skin. You can do whatever you want, just don't try and sneak anything under my panties you rascal." She finishes with a playful boop on your nose causing you to chuckle

>"Heh, well okay. But you're sure you don't want to just get on with-“

>"No. Get used to me. Get comfortable. Then we'll move onto the back and forth."

>"Okay." You flatly reply, hiding your disappointment

>Not quite sure where to start on your exploration of the scandalous body in front of you, you begin with what's most familiar

>Straddling her belly you knead her naked breasts, feeling the plushy flesh move under your fingers and her soft fur tickle your skin

>Remembering what she mentioned before, you quickly suss out a nipple from beneath a short layer of fur and rub circles around the sensitive nub

>This causes the bear to let out a short satisfied moan, taking this as a sign of approval you do the same on the opposite breast

>She rests her head on a pillow with a self-satisfied expression

>But after a few moments of this she speaks up

>"You've held them, played with them, groped them, but you haven't…" She trails off, point made clear

>Leaning down you take a nipple into your mouth and gently suck the sensitive center

>This time she lets out a longer, more intense moan, you're making progress

>With a new plan in mind, you take her nip into your mouth and suck much harder, slowly drawing your head away from her breast until the seal around your lips proved too weak, her breast breaking free with a resounding *POP*

>The two of you laugh at the sound, then she puts a paw on the back of your head

>"I think you've had enough fun with my melons for right now. Move your focus upward, to my toothy maw and lustful gaze."

>Your head moves towards her and you enter a deep kiss, your hands slowly trailing up from her sides, to beneath her arms, then up her neck and onto her fuzzy cheeks

>She assaults your mouth with a wide soft tongue, exploring every nook and cranny while you attempt to do the same with a much shorter tongue

>Apparently satisfied after a few slobbery moments, her tongue retreats and allows you to do some exploring of your own

>Sliding past her smooth white fangs, across her soft gums, your tongue explores every fold and crevice

>You taste the remnants of dinner on her lips, not that you minded, it tasted great the first time and even better the second!

>After engaging in mouth to mouth acrobatics for what felt like the correct amount of time you draw away from her muzzle, strands of saliva drooping and breaking from your lips

>The two of you stop for a moment, catching your breath and gazing into the others eyes

>Right now you're shellshocked and pumped up, equal parts giddy, horny, excited, and nervous

>But her? Just looking at her face it's easy to tell she's calm, collected, in control of the situation

>But the curl of her lips indicates that beneath her cool exterior she's having just as much fun as you are right now

>With a paw she gently pushes your head down onto her lower neck

>"I know you humans don't have the best sense of smell but you need to become familiar with my scent. Members of the same species generally have somewhat similar scents but each individual is just a little different. Now stick your nose deep into my coat and breathe it in. You've already got me a little worked up tonight so it should be easy even for your limited sense of smell to detect me."

>Following her command you ram your nose into her neck fluff and take in a lungful of air

>True to her word even your human nose could detect her distinct aroma

>Rose, freshly fallen rain, earth, sweat, cinnamon sticks, ash, and beneath it all something that could only be described as “her"

>It's good, intoxicating even, after taking in a few more lungfuls of air the scent's been burned into your brain, cataloged right between the smell of freshly baked cookies and ground coffee

>There's a chuckle above and a paw lifting your head up

>"Alright, I think that's enough. Anymore and I might just ruin you for any other woman, like I said that scent comes from me and me alone."

>"I agree, you're downright addictive." You say, once again leaning up and straddling her belly. “So, what next?"

>She puts a claw next to her lips, her eyes squinted deviously

>"Well you've gotten your fill of me from the chest up. Work your way down." She now points a claw at you. “And no touching my panties! They come off when I say they do. Any funny business and I may have to put these claws of mine to use."

>"Understood." You quickly reply

>So, beneath her bodacious bear breasts would be her fuzzy bear belly

>Your hands touch her fur and immediately your immersed in her softness, silky smooth strands of fur gliding through your fingers with every movement

>Slowly, savoring her coat, you work your way down her belly

>Until you feel something uncharacteristically hard

>Well, harder than her fur, which would be just about anything

>Curious, you part her fur to see a…nipple?

>But it's flush against her skin and a few inches below her left breast

>Noticing your confusion she pipes up

>"We bears got six breasts ya know, only the top two are hanging out for the world to see all season so to speak. The bottom four lay flat until we're with cubs, then they fill with milk and pop out just like my top two girls. It's something of a necessity when you give birth to a whole litter of cubs at a time rather than one or two like a human."

>"Oh." You absentmindedly circle the nub with a thumb. “So these bottom four, are they, uhhh, sensitive?"

>She waves a paw dismissively

>“Nah, not when they're laying flat. Don't bother with them. Keep going down."

>Seeing no point in sticking around her belly you work your way down, past her panty covered pelvis, and onto her upper thighs

>She raises a leg and moves it away giving you a tantalizingly good look at the thin layer of cotton covering up her womanhood

>There's a noticeable wet spot right where her babymaker ought to lie, she's got to be giving you such a good look for-

>"Hey mister! Eyes up here!" She says, staring you down

>"Huh?" You mumble, surprised at her outburst

>"While you're down there I got an itch on my left ankle. You mind taking care of it for me?"

>"Ya, sure."

>Scooting back on the bed your focus turns to her ankle, scratching it while she curls her toes in satisfaction

>Suddenly she pulls her leg away from your hands

>You look towards the bear to see both her legs in the air, crotch fully exposed, a sly smile on her lips as she licks her lips

>The fur surrounding her crotch is wet with arousal and her slit burns red with want

>Oh jesus, this is it, she's in position for imminent penetration, time to do your part and-

>Wait a minute

>How did she get her panties off when you were right by her leg the entire time?

>Damn these boner killing intrusive thoughts, why do you have to be goddamn logical?

>Not like you were going to get in position anyway, the bear leans up with her legs still spread wide

>"Well big boy, I got good news. A vacancy just opened up. A warm, wet, quivering vacancy that I think you would be just the man to fill. And that's what you'll be when you do it. A man. The second your rod slips into my folds you'll lose your V card forever. Do you want to do that with me? Become a man?"

>"Yes! Yes I do!" Is your emphatic reply

>She leans back onto the bed, once more in position for you to enter her

>"Good, and I want to make you a man. Now some closer."

>You scoot right between her legs and start to shove your boxers down but she stops you

>"No, leave them on. Come closer and lay on my chest."

>Annoyed, but still willing to let take the lead, you do as she says and rest your head right between her plushy breasts

>She brings a paw up and shoves something into your face

>Something white, lacy, and smells a whole hell of a lot like her

>Dear god she's got her panties right up against your face and based on how strong the smell is that wet spot is right in front of your nose

>"You're already hard, but I know this'll get you harder."

>And she isn't lying, even more blood rushes to your cock and it goes from rock hard to depleted uranium hard

>Holy fuck

>She removes the panties from your face and lays them on the bed, now you see that one side has been cut by what looks like a claw

>So that's how she did it, that sly bear

>"I'll let you keep them as a memento if I'm satisfied with you by the end of today." She says, wrapping two arms across your back

>"Thanks, but you need to let go of me if I'm going to-Hey!"

>The bear suddenly rolls over with you kept in her arms, your positions now reversed with you on the bottom and her on top

>"Tsk-tsk-tsk, didn't I say that you would be following my lead today Anon?"

>"Yes." You admit with a defeated sigh

>"Then I'm on top. I know every guy wants to lead the first time but, eh, I'm not really feeling like being on my back tonight."

>"Okay-okay, now can we please get it on already? You've been teasing me all night."

>"Wow, you didn't even want to touch me when we started this and now you can't wait to smash pelvises together." She says with a laugh. “But you are right, let me just get in position here…"

>The bear scoots back until she's straddling your hips then raises up, lowering your boxers with a claw allowing your cock to spring free, finally!

>Looking down she aligns herself with your shaft, then-

>"Wait!" You shout

>"What?! I thought you wanted this?"

>"I do! I do! But shouldn't I have a condom on or something?"

>"My-my-my." She chortles. “I'm a little too old to be having cubs anymore, but I appreciate the sentiment. Makes me feel younger." She says, patting you on the cheek.

>Question answered, she realigns herself and her hips lower onto your cock

>Your manhood feels like it's enveloped in the softest silk fabric, flanked on all sides by a toasty warm heat and lubricated with plenty of her natural wetness

>It starts slow, a careful up and down, her slit sliding up and down the length of your shaft

>But she soon picks up the pace as a steady rhythm builds between the two of you

>Your hands move to her furry hips as she moves, as if to guide her

>Hot breath washes over your chest in waves as she paces herself against your approaching orgasm

>How long has she been doing this? Feels like an eternity, in fact you hope it's an eternity, a few million millennia in this kind of bliss doesn't sound like a bad way to spent time

>With each mating of your hips the tingle in your groin grows more intense and your climax draws closer

>Unfortunately that also means the end of this session of lovemaking but as much as you wish it would, nothing lasts forever

>Eventually the pressure building within you grows beyond what you can control and with a mighty buck you explode into her, hot seed filling her folds in wave after wave

>She slowly her pace slightly, but only slightly

>Even as you come down from your orgasm induced high she's still pistoning up and down, your dick somehow still hard just from contact with her walls

>"I…I'm done…all out" You say in between tired breaths

>"I know…almost there myself…" She replies

>Having an idea of what might just push her over the edge you lean up and plant your lips on one of her nips, sucking while pulling your head back until it pops free

>This appears to be what finally broke the camels back since she devolves into an increasingly loud series of “Oh!"s until finally ending on a low, throaty roar

>The bear falls on top of you, basking in the afterglow

>The two of you lay quietly for a few moments, catching your breath as bodies cool and hearts slow

>"Hey Anon." She sleepily murmurs

>"Ya?"

>"One last piece of advice. And don't tell any of your guy friends I told you this okay?"

>"Sure, go ahead."

>"If you really want to impress a girl after something like this don't offer her a smoke or a cup of coffee." She takes one of your hands and places it by a fuzzy rounded ear. "Just give them a rub."

>You rub her ear in lazy circles eliciting pleased sighs from the bear above

>At some point she falls asleep and shortly after you feel the same call

>You'll wake up tomorrow with one less card in your possession, but it's a card you don't mind losing