Kern’s life has been rough from the get-go. Before he even gained sentience, him and his brother, Bon, belonged to a crazy man who had been trapped in The Bowels since he was young, his stuffed teddy bears his only memory of the life he lived before he was jailed. When he did gain sentience, it was because man named Daring Derek dipped them into a vat of radioactive waste. He claimed he brought them to life because he needed friends—really he needed test dummies for panties.

Through him, Kern learned how to function, how to walk and talk and even tell jokes. He learned how to fight, and used the panties practically every day to push his body to the limit and grow stronger while Derek took notes. Every night, Derek told him and Bon stories. Of the surface, and what it’s like. Of his dream to put every butt in a panty, and why they’re so superior to any other undergarment. Kern viewed him as a father, and his mission as just. Whatever he had done before this didn’t matter—he was a different man, now.

But one day Kern discovered something disheartening—Derek was stitching together more stuffed animals, dipping them in radioactive waste, and bringing them to life. When confronted about it, he stated that he simply wanted more friends, and that he was wondering if, instead of going to the surface, maybe they could start their own community in the Bowels as one big and happy family. While Kern was on board with this, excited about it even, Bon wanted nothing to do with it and his paranoia led him to believe they were about to be betrayed.

Bon told Kern that Derek must have fallen into the radioactive waste and changed his brain. Or, maybe, he was afraid of how strong they’d grown while training with the panties and wanted to finish them before they proved a threat! Eventually, Bon was able to convince his brother that they needed to strike first if they wanted to survive, and so they rallied the stuffed animals, took the panties, and fled to the surface, leaving Derek behind, stuck in the Bowels. Bon wanted to kill him, but Kern refused. Deep down, he still wasn’t sure if this was the right thing to do or not.

Afterward they formed the Panty Mafia, and began their quest for domination of the island, but Kern was forever changed. The good times came for a while, yeah. They had parties and made money and were living about as large as the could but the entire time he was hurting, remembering the man who’d given them life and taught them everything they knew. Sometimes he’d sit by sewer grates, apologizing for abandoning him, apologizing for what they’d done to his precious panties. He never got a response, but he always assumed Derek was listening somewhere.

Things quickly got worse as Kern got sucked into a downward spiral of depravity. Being the Panty Mafia’s lead Pantyman meant he was doing the dirtiest of dirty, murdering wantonly and taking whatever he wanted, no questions asked. His mind melted into nothing, returning to a state similar to how he was before the radioactive waste. Except now he had a chaotic power to fuel his urge for power. To take, to control, to rule.

But then things changed when he met her.

A woman who changed his life. A woman who’s sweet words reminded him of that hopeful optimism in Daring Derek’s voice when he spoke of his dreams. His time with her was short, too damned short, but he treasured it. And once she was gone, he confronted Bon and explained to him that they were doing everything all wrong and they needed go find Derek and return to his plan.

Bon, of course, rejected this notion wholeheartedly, and even attempted to kill his brother—but luckily Kern was able to escape alive, barely, with his panties. He ran, and ran, and ran, planning to slip into the sewers and find Daring Derek and make things right. Together, if they trained hard enough, they could stop Bon. They could return things to how they were supposed to be!

But his body gave out on him long before he reached that goal, and when he awoke after a few days of restless sleep he was in the arms of a little boy named Max who told him that he was his Only Friend.

And shortly after that began the events of The Panty Bear.