My bedroom was chilly as I began undressing to prepare for sleep. Sleeping in the nude is common for me, however I placed the white cotton leggings and the white, long sleeved, pull over top at the end of the bed, just in case I would need to rush out to answer a door, or to go down the hall for the bathroom in the cool winters night. I smoothed the shirt out, admiring the appliqué of Pooh on the front. Tonight, like many other nights, I was alone again, with my husband away for the week. My owl night-light radiated a soft yellow glow atop the armoire. I smiled at the owl, who maintained his serious demeanor, ever watchful during the night as I slept. Sitting next to the lighted owl, the blue ceramic owl of the same height, also took notice of where I am and of my safety in the night. As I pulled the covers down to reveal the soft flannel sheets splattered with flowers, I look above the head board and see my friend Pooh there, wedged between the headboard and wall. Pooh is about the same size as a midsize teddy bear. He is a gift from my daughter, a companion keeping me company on many lonely nights. "It's just you and me again, Pooh" I said, as I reached for him to join me under the covers. Snuggling with Pooh, I listened to the droning of the small fan on the floor, and soon fell asleep. Feather light in my sleep, I drifted somewhere, a place far off from this reality. I could feel the currents of air under me, raising me, directing me. How relaxed I felt, almost to the point of wanting to remain.... adrift. My "trip" through the night was interrupted with a brush on my skin and a stir beside me. Ohhh my... could it be a mouse in my bed? I froze at the thought... kept my eyes closed, and tuned in on my awareness. I felt what seemed like a soft touch on my arm, then a bit of a lick from a small tongue... it was the sort of lick that would have to be from a larger animal than a mouse..... but larger than a mouse must mean a rat. No, a rat's paw would have scratchy claws, and its touch would not be so soft and velvety. I gathered my courage, pulled back the flannel sheets and in the dim light, with a bit of moonlight coming through the window, I could see my Pooh Bear licking my arm tenderly, and as though through animation, turn his head up and smile sweetly at me, with eyes half closed, as though totally content. As I bent my head down to touch his head, he shifted a bit, and I felt his mouth attach itself to my left nipple, as he held what was a massive breast in comparison to him, in his paws. I had not nursed a baby in over 25 years, but I remember the sensation... the movement of milk from the center of me, to the breast..... and when one breast was being nursed on, the other would naturally open up and begin draining... as it seemed to be doing again..! Yes, I quickly checked with free hand, and finding no actual moisture coming from me, I realized it was a memory I was feeling. Pooh's golden fur stretched, and his color was replaced with a smooth brown, his eyes had a green hue. With a blink of my eyes, his body became elongated, and instead of fur on his head, his hair was now mahogany.... deep and rich, growing to shoulder length. Looking closer, Pooh's features began to change, almost like soft clay, molding itself. Broad shoulders, narrow waist,.... and when I pulled back the covers to look further, I seen buttocks developing, and long legs. A bare ass meant I would need to check further... so I pulled the covers further,... to expose a wide formidable cock, being at least eight inches in length, quite ample in width, and growing hard. Now fully formed, from head to toe, I was in awe of this magnificent human creation.... created, it seemed, strictly for me and my enjoyment. I began to indulge myself in touching his skin, beginning with his cheeks, that were still busy as his lips and tongue worked my nipple. I gently pulled him from his "work", bent my head, and kissed his full warm lips, which now attached themselves to my lips. His tongue moved inside my mouth, filling me up. What a wonderful tongue he had! It was firm and yet velvety, with a sweet taste, almost like the taste of a light nectar. He busied his tongue in my mouth... literally examining all of my textures and flavors. As I looked into his eyes, they appeared to be a warm brown,.... such creamy pools. Pulling away from his mouth, I gently kissed each of his eyelids, to let him know I appreciated and trusted him. A sound came from his lips, and the first words I heard from him were.... "Mary, I have watched you every night, and longed to be with you. You will remember me and know me when you see me again in human form. " Those words chilled me, yet excited me! A soul had obviously entered into my Pooh Bear, transforming him... allowing me to experience and taste him.... and he to do the same with me. I did not feel fear for my safety. I actually felt safe in his arms. It felt "right" to have this experience. Sliding downwards below the covers, I found his formidable manhood, while resting my head on his stomach, feeling his steady breathing, I began to explore him with my fingertips. He removed the covers, and while I worked on him he watched me closely. The precum that rested on the opening of his cock, glistened even in the semi-darkened room, as though beckoning me. I licked the precum off in the manner I worked on a melting ice cream cone... getting every drop of his "cream" for me.... and then lightly probing the tip of my tongue into the center. His wide cock was a challenge. I could only get the head and a few inches into my moist, awaiting mouth.... and in the process, I bit down firmly,... not to hurt, but to play.... letting him know that I too could be trusted. My hands found his balls, firmed with cum inside, and I began pulling at the flexible skin of his scrotum. He responded in a deep moan... I could feel my wetness escape from my lower lips. And I was drenched in the knowledge of pleasing this sensual man-gift. "Yes", he said, in a low throaty voice,.... "this is part of what I needed to experience from you. For a long time I have watched you, seemingly enjoy sucking a man's cock, and I needed to know if your enjoyment was real, and how it would feel to have you work on my cock. " His words settled me in further,... resting the side of my head fully on his hip, my right hand continued to pull at his scrotum, and my left hand slid between his ass and the bed. I was content...... suckling, kissing, and working his shaft with my tongue. After many minutes, he pulled away from me, saying... "Now I need to drink in your essence.... to touch, smell, and taste you between your pussy lips. " Pulling a pillow from the head of the bed, he told me to raise my hips. As I did, he placed the pillow under my hips and ass, which raised me just enough for a better angle. As he slid downwards, I felt his warm breath on my moist shaved lower lips. Lightly he teased me by touching the tip of his tongue to the center, and licking lightly upwards to my clit. This sent energy waves through me, but I did not move from his touch. I pulled him closer to me, and into my widened lips, so he would know he was welcome there. After many enjoyable minutes, he pulled away slightly, and began probing my opened cunt with three fingers. My body responded by arching back slightly and all that came from me was a low moaning sound.... from deep within. Moving closer to me, he said in a calm quiet voice,... "Mary, I am now going to fuck you. " Those words entered me before his cock touched me! I was wild with anticipation! As he removed his fingers, he shifted his position... and taking his cock in his hand, began to massage the head of his cock at my wet and begging cunt for a few strokes. Positioning himself, he slid into me.... slowly.... as he leaned forward to kiss me... having me taste my own sweet cum on his lips. Moving in and out of me slowly, as I adjusted to his thickness and size.... he picked up the pace.... thrusting.... With each thrust I could feel the head of his cock pound into me, onto my cervix. Feeling my head swimming as though I was drunk, I could still hear him say… "Mary,... look at me.... I am fucking you! Look into my eyes!" I opened my eyes. His eyes then connected with mine.... the thrusting continued.... I seen his hair drop forward from his shoulder …I put the tips of his hair in my mouth. He began hitting the g-spot in me.... I felt myself loosing control....!!! I came with a small tide of cum flowing from me... and he came close behind.... filling me with his ample load!!! I struggled for consciousness, but could not fight it.... as I clung to him, I drifted away... I felt he was also falling asleep on top of me, becoming lighter and lighter. When I awoke, I found my Pooh Bear resting on top of me, and I thought... "What a lovely dream"..... then beneath me, I felt a large wet area. Looking closer at Pooh's face I detected a contented smile... and I realized this was not the end,... but just the beginning. I remembered his words, and I know one day we will meet once again.... in the flesh.