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Counter Earth Chronicles - Fallen Empire

Chapter 11: Healing The Healer

*POOF*

"Good morning you cutie! Did you sleep well?" The lioness asked as she brought me breakfast in our bedroom.

"Actually, no. The night was too short for me." I started to respond looking around. I was lying on a canopy bed in high rise apartment. Behind the lioness was a magnificent view of the city as a golden dawn was breaking. Arial traffic was flowing by in the distance. The sky in particular, was not red.

(Wait, this seems familiar...)

I looked at the white bed I was laying in and the pristine bedroom with its brown curtains, posh furniture and the smiling lioness who was serving me waffles and sausage- Shakara. Shakara?

(Damn! It was that dream again! I hadn't had it in years!)

I knew what was going to happen, in graphic detail.

"Well you were up most of the night working so it is only understandable that you would be tired." The lioness said as she placed the serving tray on my lap. I noticed that she was dressed in a black thong with a top that accentuated her breasts, her rump and tail.

The first time I had this dream I was kind of repulsed by it, her and even her clothing. But now that I was experiencing it again after some time, she kind of looked hot.

"Perhaps you should take your mind off work and stay home today." She said sitting on the side of the bed. "Runey and Rookie have been falling behind in their studies and I was thinking that we should tutor them."

"Really?" I said dumbfoundedly.

(Wait, wait that is not how this dream went!)

"Aren't you suppose to say something about me having amnesia, reminding me how we met and introducing me to our children?" I said as I started eating.

(These were the best waffles I have ever eaten!)

"Why? Has your amnesia returned?" The lady lion said turning to me. "Cutie, do you know who I am?"

"You are Shakara." I said as I continued eating.

"Children can you come here!" The lioness rumbled.

Two younglings entered the bedroom a boy and a girl dressed in cute pajamas oblivious to the fact that their mother was near naked.

"Do you know who they are?" She asked me.

I looked both of them over, they appeared to be about five years in age and human mostly- except that they had lion ears, paws and tails extending out of their clothes- lion tails.

"Um that is Runey and Rookie our children who are both beastial and human."

"See you aren't suffering from amnesia; you recovered from it a long time ago." Shakara said.

"What is it momma?" The girl said.

"Daddy has decided to take the day off from work."

"That is good momma." The boy said. "So what is he going to be doing today?"

"Daddy is going to help me tutor the both of you. I understand you have fallen behind in your studies."

"What studies in particular?" I asked the lioness.

"Reproductive education." Shakara answered abruptly.

"The don't know about that?!" I said nearly choking on my sausage.

"They have had some trouble with reading comprehension." My beastial mate said removing the tray from my lap and placing it on the floor.

(So much for beastial superiority.)

"So we are going to be like some type of visual aid for them?" I asked shocked.

"It is a great way to reenforce what they have studied." The dark tan lioness said as she removed her clothing and got into bed with me. She also had me remove everything I had been wearing as well. "Watch carefully now children. This is how momma and poppa create cubs." The lioness said.

"You are going to do it again?" The boy asked.

"But you showed us last night." The girl said to her mother.

"Repetition is the key to learning."

(Wait, did I just say that?!)

"Now making cubs usually starts on something comfortable like a sofa, couch, rug or bed with a momma and poppa lying next to each other." Shakara started. "One of them gives the other a kiss like so." The naked lioness said kissing me.

*smooch*

"Then her mate returns the favor." Shakara said as I nuzzled and kissed her on her snout. "This continues until the momma or poppa decides that they want to be as close to their mate as possible. So that is when one will climb on top of the other."

"When this happens children one of the two will find themselves on the bottom." I heard myself say.

"In today's example it is poppa. Since they are so close together, it is only obvious that their genitals would touch and you know what happens when poppa's penis becomes excited." The lioness said to her cubs.

"It becomes stiff and elongates momma?" Rookie said.

"Exactly dear! And that is the perfect time to for momma to allow poppa to enter her like so. Notice that poppa is smiling ear to ear because it feels quite good." Shakara said as she hiked up her rear and impaled herself on my shaft. "Now just below pappa's penis is his testicles. It is here where the fluid of life is located. The first part of creating cubs is for this fluid to leave poppa and to enter momma's cub tunnel. So how do we cause this to happen?"

"By pleasuring poppa so much that he shoots inside of you?" Runey asked.

"Exactly sweetie." The lioness said to the boy lion cub thingie. "Watch closely now."

Shakara placed both her paws on my shoulders, leaned forward, hiked up her rear and slid her cub tunnel up and down my penis driving to new waves of pleasure! Down and up, up and down! Our children were surprised to see the lioness' rear move that fast in front of them.

*UNF* *UNF* *UNF* *UNF* *UNF* *UNF* *UNF* *UNF* *UNF*

Of course with all of the motion it didn't take long for me to reach my limit.

"Shakara I am close. So close." I announced.

"Poppa is gonna pop?" Rookie asked.

"Yes dear." Shakara announced giving me a few more *UNF* *UNFs*. "When poppa explodes I will steady him and encourage him to spurt fully and completely. The larger the volume of fluid the better."

"AH, AH, AH, HNNNGGG!!!" I moaned.

"And there he *OAH* goes little ones!" Shakara said looking at the goofy expression on

my face.

*spurt* *spurt* *spurt* *spurt* *spurt* *spuuurrrrrt*

"OAH!!! Shakara!!!!!" I moaned.

The she beast was equally lost in ecstasy as I emptied the contents of my testicles inside her.

"Now when poppa finishes, he will be completely exhausted, mentally and physically. Let him rest until he is alert again." Shakara announced. She then backed off my penis allowing our cubs to see the volume of jizz I had shot inside her.

"And that is how cubs are made momma?" Runey asked.

"There is a little more than that, but that is generally how it is done. That is how we created the two of you." Shakara said urging the two to come forward for a even close look.

"It is so creamy!" The girl cub said.

"And smelly!" The boy said.

"How do you feel love?" The she beast said kissing me on my head.

"Incredible! Now remember children it takes the love a of a momma and the love of a poppa in order to make cubs." I moaned rubbing my aching testicles.

"Most of the time, love." The lioness said laying next to me and groping my penis.

*POOF*

Day 13 (3:42 AM)

"Wow, what an intense dream and it was quite different than the last time." I said waking up and looking around. Lady Ursa was snoring quite softly, but the lioness was missing from her hammock.

(Where did she run off to?)

I quickly put on some clothing and did a quick check of our home before running out into the street. It was imperative that I find her fast just in case she was thinking about.... I don't want to think about it.

I deduced that the best way, the quickest way to find her was the automated assistant. I made a bee-line right for the blue coupe.

*Good morning Mr. Winter. Why are you up at this hour?*

"Morning Overwatch. Shakara has run off. I need to find her, to make sure that she is ok."

*You mean lioness who was rescued yesterday evening? I thought she was named Kara?*

"That was an alias Overwatch. She is really Shakara Kah." I said running up to the side of the prototype.

*Shakara is a known associate of The Madam. She is also an original beastial slightly older than Lady Ursa.*

"How did you know that? I thought access to the knight-core files was down?"

*Lady Ursa has accessed The Madam's file so much I have become familiar with it Mr. Winter.*

"It is very important I find her. She is very depressed and suicidal."

*She is on the roof of the central building Mr. Winter.*

(Uh oh!)

"Ok thanks." I said tapping the prototype on the side. "Now I just have to find some way of helping her."

*In the past she would have been sent to a re-education camp where she and others who were depressed and suicidal would have been taught how to love themselves again.*

"And what do you do when such places no longer exist?" I asked the automated assistant.

*Medicate her.*

(Hmm....)

"Overwatch assume control of the prototype, if she tries to take a leap off of the central building use the bola."

*As you wish Mr. Winter.*

I quickly made my way into the building and to the top floor and the roof which contained a small platform just large enough to step outside to look around. That is where I found her staring at the city.

"SHAKARA!" I yelled running up to the mature lioness. "Thank goodness! I thought, that you... well, never mind."

"This is quite a unique place, although it needs more lighting. How long has this been here?" She said taking in the view.

"According to professor Stern centuries. But something tells me you didn't come here for the view."

That was when I noticed the tears on her face.

"You were crying." I said to the former minion of the skunk lady.

"Alex I miss her so much!" She said leaning over the railing.

"The Madam?! But she was a rogue scientist and a criminal wanted by the empire!" I backed off from my observation as I received an angry stare from the dark tan, red eyed leonine female.

"She was also my best friend."

"Hey, for what it is worth, we all suffered losses." I said as I moved next to her. She wasn't wearing much only the robe we had found her in. "Dawn lost friends and colleagues. My mistress lost fellow warriors, Corey thinks his father is deceased and little Corbin lost his whole family to rebels, but I lost the most out of all of them."

"What about the werewolf?" She asked me.

"Rumble, we don't know- he is a escaped lab experiment still trying to figure out who he is. So are we. But the point I am trying to make is that we all lost friends who we were close to us and we are going to have to lean on each other as we deal with the grief." I said taking her paw. "You can start by backing away from the edge and coming inside."

The red-eyed mature beastial sighed and relented. I took her by the paw back into the central building.

"You want to talk about it? I only met the Madam once, but my impression of her at the time was that she was manipulative, calculating and determined." I said receiving another angry stare from the she beast that was old enough to be Lea's cousin or an older sister.

"So when did you meet Bree and myself for that matter?" She asked me.

"Some time ago." I said abruptly. "So exactly why did you and The Madam decide to work against the empire?" I said side-stepping the question as we proceeded down a hallway passing the medical clinic.

"It was not long after Bree and I became sentient, we realized that the High Evolutionary and his newly formed empire were not perfect, far from it actually. We saw the vast inequality humans experienced under beastials. At first we ignored it thinking things would get better- time passed and the Madam educated herself in the sciences. I did too- I took a liking to biology. In time we both realized things weren't getting better. So instead of rising to arms and forming a rebellion like other human dissidents, we decided to use our scientific knowledge to bring about change."

"That caused the empire to consider you just as bad as rebels." I said as we walked by some vacant rooms.

Shakara stopped and looked at each as we went by.

"Vacant space. The professor wasn't sure what these were used for."

"Bree was trying to bring about change, right up to the very end. Now it is irrelevant; her goals and our dreams all of it. Now what is there to do?" She said as we walked down to the first floor.

"Help others." I said placing my hand on her shoulder. "This community is not as large as the Grand Kingdom, but there is equality here; no one is better than anyone else."

"There is also tranquility here. Hey what is that room?!"

"That one with the shelves and cabinets? That is the records room- over there is professor Stern's office. This is where she conducts most of her research."

"It is quite tidy." The lioness sniffled.

"That is because of Corbin. She would be lost without him. You see everyone helps out in there own way."

"As all of you want me to." She said to me.

"Exactly. Lady Ursa was right. I have some medical knowledge but not at your level. I am going to need help. I can't be 100% sure but if your friend was watching us right now I don't think she would want you to judge the totality of your life based on just your friendship with her. She would want you to go on and be the best person you can be; why not continue her legacy by helping others?"

"But the pain of her loss... it still hurts- badly." The lioness said tearing up.

"Shakara remember what I said, it won't entirely go away, it will always be with you but it will lessen in time. But giving up on this life because of your loss; is not the answer. I said as we approached the mural in a side room off of the washrooms. "This is the mural of the giant cloud. It shows the large cloud smothering an unnamed city and the populace fleeing in every direction."

"You mean like the one that attacked the World Five?" She studying the painting.

"Yes. The professor thinks it was drawn by the previous inhabitants of the city." I said as Shakara continued to study it.

"You mean this has happened before?!"

"Several times in fact." I said to her.

"Predestination. We were all doomed to begin with." The she beast said thinking out loud. "Maybe I should just give myself to the synoptic and become a zombie."

"Absolutely not! The synoptic is not the answer! While it is true that ONE will take away your pain, misery and suffering...."

"That sounds divine little human." Shakara said.

"Maybe so Shakara, but the price for that is quite high."

"And how do you know that little human?"

"Because one of our own became an Other."

"Really? Who?"

"My mistress."

"She seemed fine to me. I mean she impaled that harpy."

"Maybe she will tell you the whole story one day. But the short version was that she was touched by one of the possessed the day of the fall and came under the entity's influence before it ultimately rejected her." I said staring her in the face.

"Why?"

"She has a degenerative condition that I have been treating for a while. It is always there and never will go away completely. I guess the entity just felt that it wasn't worth the trouble."

"So what did she say it was like?" The lioness asked wiping her tears.

"Pure orgasmic bliss like the exact moment a male realizes they are past their limit and ejaculates into their lover." I said smugly. "But it is nonstop and unending; the most wonderful feeling one can experience in this life. She told me that is what she felt under the entity's influence- but in exchange she became its living puppet. It pushed her consciousness aside and took over making her a spectator in her own body."

"So that is the price?"

"That is the price." I said reaching for Shakara's paws. "But wait there is more- after she was rejected she suffered some type of severe withdrawal which continues to this day."

"How so?"

"She finds herself longing to be with the entity, to feel what she once did. I haven't quite figured out how to free her from that. In the back of my mind I fear one day she may ultimately betray all of us to be with it again."

"So that is why you need me." She said. "You are facing challenges that threaten this community's very survival."

"Yes." I said as I held both of her paws.

"You mentioned that we have met before."

"Um yeah, you and The Madam." I said looking away.

"Hmm.... you didn't enjoy the encounter?" She said grinning through her tears.

"You two did, I didn't." I said abruptly.

"Care to be more specific? Bree and I have had many volunteers for our research over the years."

"No." I said dropping her paws.

"So you weren't a willing volunteer. We have had plenty of those too."

"Well right over here we have the washrooms." I said changing the subject.

"Wow, primitive." She quipped peeking inside.

"It maybe, but this is the only place where there is running water."

"Obviously not in the showers."

"No those tubs above the stalls collect water that we use for rinsing." I added.

"So this is the only place huh?"

"Yes. The water here is clean, clear and heated. So we also use it for cooking and cleaning our clothes."

"I suppose it will do." She said as we walked out. "What is in the rest of the building?"

"The clinic, some studies and more vacant rooms." I said.

"I am looking for something a bit smaller and more private." She said pulling me with her. We walked around the first floor of the central building.

"Um, why?" I asked.

"There is something familiar about you, your plain face, it is like a distant memory- like a itch I can't scratch."

Shakara finished walking around the first floor of the central building and then dragged me to the second floor. It was around the corner from the clinic that she found what she was looking for a dimly lit closet.

She opened the door and pulled me in side.

"A little dusty but it will serve its purpose."

"Which is?" I asked as the female looked at me predatorily. "Now that is the Shakara I remember."

"Hmm.... the closet so we have done this before." She said studying me.

"Shakara?"

*rip*

*tear*

*shred*

In a blink of a eye I was stark naked in front of the leonine female.

"Um, how did you do that? Do you have one of the those close removal devices?" I asked nervously as she started feeling me up.

(Her paws felt amazing!)

"Nope." The lioness said as she ran her paws down my shoulders, sides and legs. She then started sniffing me, my chest, tummy and groin. There was something different about you as compared to the other volunteers- something I liked very much. What was it? Was it that you didn't want to volunteer? No matter it will come back to me."

"Now Shakara let's be reasonable!" I said as she backed me into a corner of the closet. Her eyes were ablaze like a predator who had just cornered their prey.

"Now Alex you and your mistress said you wanted to help me deal with my loss, sadness and extreme grief." She said smiling quite darkly while flicking away her tears.

"Um, yes."

"This is it!!!!"

She pinned me in the corner. Picked up my chin and kissed me, deeply and passionately, our tongues touching.

"Now.... now... Shakara let's not do anything rash." I stammered.

"Too late for that." The she beast said removing her robe and the scant clothing that was underneath.

(Eep!)

I looked at her red eyes, that sly smile, her relaxed ears as the she beast moved in for her prize.

As I was staring the lioness cupped the back of my head and mashed my face onto her breasts.

"Wow, you have changed." I muffled from her bosom.

"Changed how?"

"These used to be very oversized. Now they are just large, soft and firm."

*BOING!*

(My penis noticed.)

"A side affect of the age retrogression experiment." She said.

"Age retrogression?"

"Aw you are trying to stall. So cute." Shakara decided to pause while she explained. "It was one of the final research projects Bree and I worked on." She said as she reached those paws of hers around my butt and lifted me off of the floor.

*slide*

"OAH!!!" I moaned.

"You like?" She said as she made sure my growing erection filled her cub tunnel.

"This hasn't changed- squishy, warm with a nice organic smell and you still have your strong grip." I moaned stupidly as she used her 'inner hand' to squeeze my penis.

"So we have been intimate!!!"

(Alex, you idiot! Quit dropping hints!) I thought to myself.

"The changes were mostly external. Since our dual species experiment hit a snag. Bree started looking at other projects that was around the time the green sickness struck the empire. We started seeing beastials fall ill to the disease." The dark tan lioness said.

"That was a bad, bad month for everyone involved MNNNHHH!!!!" I moaned as the she beast made me wrap my arms and legs around her. She then started squeezing and massaging my penis with her inner hand.

"Well, knowing that we could become sick at any moment, Bree started trying to find some way to make us immune." Shakara said continuing her story.

"So she, NNNGHH!! Started testing things on you?"

"That's right you. We quarantined ourselves and started testing."

"Were you successful?" I asked as I felt that all too familiar tickle that started at the tip of my testicles and proceeded to make its way toward where I ended and Shakara began.

"No. The disease ended before we ever made any progress, but one of her trials did de-age me physically."

"You look *OH* like you are in your twenties."

"Thank you for the compliment sweetie." She said squeezing my shaft again.

I hugged her tight as I felt my point of no return approaching.

"So you like to hug your lover when you cum huh?" She said teasing me.

"UNGFF!" Was all I managed to say as I my penis started spasming, the time was neigh.

"Say my name boy! Say it!"

"OH!!! SHAKARA!!!!" I moaned I as ejaculated hard inside her as she continued massaging my penis.

I spaced out as I fired nine ropes of my jizz into her.

"Such a wonderful, wonderful feeling of well being!! Like warm sunshine through out my entire body!" The lioness said as her depression was pushed aside."

"I have that effect on people." I said as my sanity started to return.

"OH MY!! I REMEMBER YOU!!!" She shouted. "OH...... OH....... OH...... GAAAARROARR!!!"

The lioness nuzzled and then kissed me on my head as if she had had a massive epiphany.

"It is coming back to me now! "The World One History Museum! You were looking for a wayward cat-boy who was more than eager to participate in Bree's study."

"She wouldn't let us go until I participated." I shot back. "I was coerced into having sex with you by The Madam." I said impatiently.

"I remember our encounter now. After our initial sudduction, I lead you into a closet where I...."

"UMF, UMF, UMF, UMFed me against my will?" I said as she kissed me again.

"Yes." Shakara said nuzzling me.

"Screwed me stupid?"

"Yes." She admitted.

"Drained what was left in my testicles until I could hardly walk?" I said staring at her.

"Umm hmm."

"Raped me?"

"Now that is a rather strong word little cutie. You didn't admit it but at the time you were curious what it was like cumming inside another besides your lover. Despite our union not proving fruitful it was quite a wondrous afternoon I seem to recall."

"Maybe." I said blushing.

The lioness placed her head to my head and gently whispered. "But despite feeling immensely guilty afterwards, deep, deep down you know enjoyed it."

"Do you remember what you said to me? Relax you little cutie, don't be nervous, I am going to offer you sex without consequences, some pleasure, some intimacy and fantastic release and then you will be on your way." I said quoting her. "Remember?"

"I said that to all the participants in The Madam's study." The she beast said.

"What about these are the breasts that you will be ogling, kissing and caressing. This is the ass you will be groping and this is the vagina that will be holding you, squeezing you during coitus." I said imitating her again.

"Nope I don't remember that part either." She said kissing me on my forehead again.

"Let me guess you said that to all your volunteers too." I said annoyed.

"Some many places so many faces. But that after sex feeling I experienced with you. I will never ever forget that again."

Gently she backed off of my shaft, I watched as my goo dribbled out of her onto the floor of the closet. She then grabbed and laid me on top of my clothes.

"That was OUTSTANDING!!" She said crawling toward me.

"Let me guess, you want seconds?"

"Umm hmm." She said making that predatory face again.

Before I knew it she was hovering over my groin and then sliding down on my shaft.

"Tell me little cutie, Ursa took your virginity right?"

I grunted at the question.

"And I was your second."

I nodded.

"Was there a third? A fourth?"

"Over the years yes, not by *OH!!!* choice. Through a series of circumstances we wound up with others."

"Do tell you little cutie."

"Well, while on vacation some years ago we were abducted by aliens and experimented on."

"Aliens? You mean that stuff was for real?!" She said guiding my hands to her breasts.

(They felt great.)

"Yes I was left gravely injured. But I was healed by their liaison. A male aardvark."

"What techniques did he use?" Shakara said as she raised and lowered herself on my revitalized erection.

"Sex. He also told me about my ability- I could alleviate symptoms of illness through physical or intimate contact but only for a time."

"So that is how you are treating your mistress' degenerative condition. I see." She said as she sped up. "What happened after the alien encounter?"

"We were stranded at a top secret prison were we were forced into a personal breeding program for the warden's amusement. My mistress mated with another of her kind. I did the same with another of my kind and her patient. So after you, I was with two more beastials and another human."

"So five in all, not bad so you have had some experience Mr. Winter... HHUUGH!!! OOHHH!" Shakara said as she came hard.

I watched as those big breasts of her jiggled as she squirted. That set me off and I fired into her as well.

"I felt that!!! So warm, so fuzzy!!!" She said heaving.

Shakara placed both of her paws on either side of my shoulders steadying herself.

"There's that feeling again!!!" She said leaning forward and grasping my cheeks. "I love that feeling!!!"

"Shakara, trust me this is the lowest point of your life. You will get by it; your are going to be ok." I said to her calmly and reassuringly. "Please don't give up."

"If I can feel like this all the time I will!!!"

"That madam would surely kill me." I responded to the pleasured lioness.

"Mmmm..... maybe a dosage of extreme well being once a day then. No, twice a day- personally administered by you."

"So I am to medicate your depression away?"

"YUP!" She said running a claw-tip on my chest.

(Overwatch was right.)

"Um okay and by the way, my mistress calls it Essence of Winter."

"I like that. In return, I will keep all of you healthy and try save your bear from the siren call of the entity. Deal?"

"Deal. Um, we should get cleaned up Shakara we have a busy day ahead of us."

"I would like that. But in a moment cutie- I like the way you are squeezing my butt."

(O.o)

"That was involuntary. I assure you."

"Sure it is." She said grinning.

I guided the she beast to the washroom and we bathed each other before returning to my mistress' lair.

"You know this place is much better than the compound. I think I am going to like it here little cutie."

"That's good because in the morning you are going to tell Corbin, Corey, Dawn and Rumble who you REALLY are."

"I am?"

"You are." I said as I placed my forehead on hers. "We are in a struggle for our very survival there shouldn't be any secrets between any of us."

"Then again this place isn't all that great...."

"Shakara...." I grumbled.

When we re-entered the lair, I found my bear pretty much the way I left her- lying on her back. I removed my clothes (what was left of them anyway) and joined her resting my head on her breasts, my butt into her groin. The lioness watched before I beckoned her to join me.

"It will be a little cramped but we will make do." I said whispering to her.

"Alex?" The leonine female said laying her head on my tummy.

"Yes Shakara?" I whispered.

"Whose breasts do you like more?"

"Don't start!" I said exasperated looking at her.

I received a broad feline grin in response to that so impersonal question.

(She was starting to heal.)

"Well if you must know- my mistress breasts are great to nuzzle and sleep on. Yours on the other paw are great to squeeze and lick."

"That is a good answer. Very proper and diplomatic." She said as she rested her head back on my stomach.

"I think so too." The supposed 'sleeping' ursine said.

(She heard that?!)

Alex Winter January 13 YOE 34....