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Sarabi remained low in the grass, watching Sarafina and Albion.

She hadn't seen the other couple but had heard them. Their impassioned roars had carried to her and surely would for miles further into the night. All together, they made for quite a chain of watchers.

Perhaps Sarabi would have found it amusing if she hadn't been so enraptured by the sight of Albion enjoying Sarafina, his hips repeatedly lowering to hers and crouching over her with his mighty form, his mane catching the moonlight and his noble face twisted into an expression of pure desire.

At times Sarabi wanted nothing more than to gather her paws beneath her and lower into a sex crouch, but there was nobody to have her. This was what it had come to: a lioness who had always enjoyed the pleasures sex had to offer, widowed far too soon and in too prominent a position to allow herself to accept a new lover. Able only to watch others from the sidelines and imagine, that was what she did.

That was why she had come.

Sarafina and Albion parted again. He was beginning to grow confident. It was still a little tentative but present as he looked over his shoulder at Sarafina and they took their customary break. Sarafina was already eager for more, but Albion would need a few breaths to gather himself.

Their eye contact said something that words didn't, and she rolled over to crouch for him at the same time as he approached her in one co-ordinated movement. He stood over her, his big white paws around her, and he used the tip of his penis to search beneath her tail for her hole. He started humping her again.

He said something to her that Sarabi had no hope of catching.

Sarafina replied and laughed, a carefree sound.

They mutually enjoyed his thrusting for a few breaths and he looked up at the moon. His expression became dreamy with pleasure and his eyes drifted shut. He spoke again, almost as if in a trance.

She spoke, in a similar trance-like state, and he lowered his head to nuzzle her ears.

Sarafina moved her head back to encourage more of that, and they remained that way for a little while - he thrusting gently and nuzzling her tenderly. But it could not last, not with their mutual high passion and his inexperience. He abruptly filled her once again with his fluid and they parted.

She looked blissful and Sarabi would have thought her satisfied if she didn't know Sarafina better. Albion seemed particularly stunned by that last mating, as if there had been something new about it. Then the two looked at each other and they came together to mate yet again.

By this point Sarabi was trembling with desire, with a craving for indulgence.

_Perhaps... Perhaps I should go to the river,_she thought. Her blood hot, she loped in the direction of the burbling, shallow river.

The night was warm enough that the freshness and the movement of the water would be a stimulation all of its own. Sarabi looked around to ensure that nobody was around to see, stepped in, and lowered her vagina to it.

The water cooled her hot vulva lips, hitting gently and smoothly against it and seeming to cool her ardour. She knew that would not be so and that the longer she kept herself dipped in the cooling stream of water, the hotter her fire would burn once she waded to the bank. She did not want to stop her passion on this night: she wanted to satisfy it.

If only she had a male for that. But I don't, she told herself firmly. What I have is this water, and my imagination.

In time Sarabi's legs began to feel the strain of the position. She resisted for as long as she could, and when they began to really hurt, she stood up. Her vulva dripping with river water and with her legs crying out with relief, Sarabi climbed up onto the lush grass and rolled over onto her back to lay with her legs spread wide, to close her eyes, and to let her imagination run free.

A figure stood over her. Whoever it was said nothing and simply waited patiently for her to open her eyes. She savoured the sensations between her legs, more interested in the passion and how it - how she - would be enjoyed than in the propriety of knowing who stood over her. Would she be taken gently, roughly, in the tried and trusted way or in some strange way that her admirer had invented independently?

She opened her eyes to see...

Sarabi opened her eyes for real. Of every creature she knew, that was who her mind chose to fantasize about?! She began to think about other options, about Albion, about Mufasa, fleetingly about the male lions of the neighbouring prides, even the male zebra she had recently watched rutting with his mare. But to her surprise, not one of them appealed to her quite like...

Shenzi.

The hyena looked down at her, not kindly but not unkindly either. The look carried a kind of confident curiosity. Then the female hyena laughed, a growling chuckle.

"Well! I never thought I'd see you like this, your majesty."

Sarabi, for once in her life, didn't meet this taunt with sternness but allowed Shenzi to investigate her.

"It's okay, I get it," the hyena continued, her tone clipped as she walked around Sarabi. "I've seen you lookin' at me. When I'm showing off for the others. And I'll be honest with you: I kinda liked it!"

Sarabi looked beyond Shenzi's face between her legs, and sure enough, her penis was hanging, clearly visible.

Shenzi must have realised that she could see, and couldn't have been less self-conscious about it. "It gets horny. A lot. And sometimes I can mate with another female," she continued, glancing down at Sarabi during her monologue with a you-know-how-it-is tone to her voice. "Sometimes with a male. But I can't always do that. When I can't I have to rub it against my belly, and you know, your majesty? It feels sooo goood."

As if to demonstrate, she shifted some muscle inside and made the length of her penis slap against her belly.

"Uh! If only you could feeeeeel this!" She did it a few more times for good measure, her expression almost softening with the pleasure. Then she stopped, opened her eyes and tilted her ears forward attentively, and looked at Sarabi, inspired. "Oh, but wait a second - you can! How about that!"

Still Sarabi said nothing, only continued to allow Shenzi to speak.

"Now, I'll tell you what I like. I like it to be nuzzled and licked before I slip inside anywhere. It just doesn't feel right if it isn't. You get me, your majesty? You know, I've seen lions fucking before and I know how much you female lions like having your guys stand over you, so I think this should work just fine. Hold still, now."

The grubby, rough n' ready hyena straddled her. She didn't even need to dip her hips for Sarabi to be able to touch the penis. It was long enough, with a flared head, to brush against Sarabi's cheek. It felt cool, but not too cold. Shenzi swayed her hips to make the head brush along Sarabi's cheek.

Sarabi turned her head to look up at Shenzi's crotch.

Shenzi's dusty feet were to either side of her, her haunches naturally set low and powerful. To have a hyena standing over her like this was a terrible debasement, and so exhilarating!

"Go on," Shenzi told her, not quite as pally as she had been. "I need you to lick it."

Sarabi obeyed, wrapping her long tongue around it and wondering what Shenzi would make of its rough texture. Would she scream and leap back, or could she take it?

"Mmmm!" Shenzi mumbled appreciatively. "Again."

Sarabi took a long, deep scent of Shenzi's penis. It was musky and slightly sharp with the tang of urine. As the head lightly batted against the side of her muzzle she wrapped her tongue around it again.

The cold of the river water, which had cooled down her vulva, had worn off and now her heat returned with a vengeance. She was speaking of her need to mate in every way she could: with her flirtatious position and with her scent. There was only one other thing she could do. Or rather, say.

"I want you to mate with me."

Shenzi paused for a moment but then took to brushing the head of her penis against the fluff of Sarabi's chin again. "What? Come on, your majesty, I know you're dirtier than that. What_do you want to do?"_

Sarabi tilted her neck to look Shenzi in the eye. She gave her penis a deliberate lick and said, "I want_you to mate with me."_

"Nuh-uh," the hyena said, raising her penis so that it batted - and then held - against her belly, out of Sarabi's reach. "Try again."

Sarabi sighed, closed her eyes, and gave into the lust of the moment. "I want you to fuck me."

"'Want'? Hah! Lions always get what they want. You sure you just want_it?"_

"I need it."

"You need what?" Shenzi encouraged her. However demanding she was being, she was certainly interested.

Sarabi drew on her lust. "I need you to fuck me."

"But lions don't like hyena dicks," came the taunting objection.

"I want you to fuck me with your dick," Sarabi sighed.

"Nooooow you're getting it." Shenzi lowered her dick to Sarabi's face again and let the lioness continue to play with it. "Tell me again. What do you want?"

"I want you to take your dick and fuck me with it." Shenzi's penis was smelling muskier.

"Do you now? What's it like not getting fucked by me?" Shenzi asked, her voice quieter and finding a line between a growl and a sultry, low tone.

"My... my cunt is hot," Sarabi whispered, moving her head to make Shenzi's dick bat against her mouth and nose. "I haven't had a... I haven't fucked for years. It gets wet and there's nothing I can do about it. I... I just want to fuck."

"You just wanna fuck, huh?" Shenzi's voice was an almost whisper.

"Yes," whispered Sarabi, writhing in the grass. And then, because Shenzi seemed to be liking it so much she repeated, "I just need to fuck."

"I need to fuck too," Shenzi whispered back. "Oh man, I need to fuck so bad. You're gonna get my dick in you."

Sarabi rolled over and sex-crouched for Shenzi.

Shenzi moved to mount her, and Sarabi felt the hyena's forelegs wrap around her waist right before her dick found Sarabi's cunt. Both were already wet with lust and Shenzi's dick slipped in so smoothly and with such force that Sarabi gasped.

Once Shenzi was in she bucked hard and fast, pushing her hips forward to get as deep inside Sarabi as possible.

Sarabi's claws extended and she clawed at the ground with the sensations this created for her. It had been so long!

The dirty, grubby hyena adjusted her grip on Sarabi's waist and fucked her harder, panting with pleasure. "Ahhh man, that's incredible!"

"So Shenzi," Sarabi panted, looking over her shoulder into the hyena's grey-brown face. "What's it like fucking me?"

Shenzi's expression showed that she understood how the tables had been turned, but she didn't seem to mind. She grinned wickedly and told Sarabi exactly what it was like. "Just being inside you gets my dick hard. Ahh... it's so good fuck you. The head feels like it's gonna explode!"

"Don't let it explode," Sarabi told her, surprised to find that she was already panting. It was that exciting kind of pant though, the one that came from her heart thumping without actually feeling short of breath.

"You callin' the shots now?" the hyena asked in a disbelieving lilt. Then, without ceremony, she stopped thrusting, which left Sarabi very aware of the hard length pressing against but not scratching the itch.

Now, far, from being satisfied, Sarabi was very aware that she was simply laying in an undignified position with a female hyena mounted on her. The sheer debasement of it... If Shenzi had been enjoying herself then it would have been one thing but she wasn't enjoying Sarabi's hole. She was just resting_inside it._

Because Sarabi had let her. Was continuing to let her.

What did that say about Sarabi? Did she really need to be mate that badly?

The cock twitched inside her but Shenzi herself didn't move.

Sarabi felt herself melting inside but dared not admit it. She kept her muscles taut so as not to betray how pleasurable it was.

A few seconds passed and the fire in her cunt began to dim. And then the cock twitched inside her again, its skin moving enough that Sarabi could feel it, but still it neither thrusted in or pulled out.

She tensed her muscles again so as not to shudder with lust.

Shenzi and her dick went still again and Sarabi found herself grudgingly respecting the hyena bitch's poise. A portion of her mind remained on the fleshy shaft inside her, eager for the next time it pulsed. Would it?

Her vagina was just starting to itch for attention when Shenzi pulsed her cock again. The timing was so perfect that Sarabi had to gulp down a sensuous moan and rest the tip of her muzzle against the grass between her front paws.

"I knew it!" Shenzi half-whispered in her ear. "You're too hungry for it."

It had been deliberate all along! What could she say? How could she react that would look in any way dignified?

"Well," she said, trying to find a calm-sounding level for her voice, "At least we know what your special move is."

Damn, she thought, even as she finished saying it. Damn, damn, damn!

The hyena laughed. "I don't catch much prey with it, but it can slay lions."

"You're pushing your luck, now." Sarabi cursed inwardly even as she said it. Surely that would break the mood and Shenzi would pull out?

To her surprise, Shenzi didn't. "Honey, I've always pushed my luck. It's kind of my speciality." As she said this she slowly pushed her cock forward so that it slid deeper inside. As it did, Sarabi could feel her wetness being pushed past Shenzi's flesh and emerging from her entrance. How had she gotten so wet?

When_was the last time she had even gotten this wet?_

Sarabi's hindquarters tensed with the need for a good fucking and she became aware of herself moving her tail out of the way to give Shenzi all the space she needed to hump her mercilessly the way she had earlier. She half-expected a taunt or a quip, but without a word the grubby hyena took to pumping away at her. Her strong, black feet braced against the grassy ground and Sarabi sensed Shenzi's powerful haunches working hard. So long as they were working hard to satisfy her she would accept that.

Without warning, Shenzi pulled out of her. Sarabi looked over at her in disbelief as the hyena plonked herself down on one side of her haunch, and busied herself with licking her penis clean. At first Sarabi was so furious she could have lunged for Shenzi, but then she found her eyes drawn to the action of Shenzi's tongue on her shaft.

Shenzi, for her part, paid the lioness absolutely no attention.

Sarabi opened her mouth to ask, "Did your seed come?" but then closed it again. First of all, did female hyenas make seed? And second of all, Shenzi hadn't shown any signs of having an orgasm. Did she simply orgasm very quietly? Was that it?

"Have you... finished?" she asked.

"Uh huh," confirmed Shenzi, not even bothering to glance at her or break away from her grooming enough to close her mouth. Instead she just kept on cleaning herself.

Sarabi felt disappointed, and relaxed her limbs. No point in maintaining a crouch if nothing else was going to happen. At a loss, she decided that cleaning herself might be the best thing too, and lifted one back paw to clean her vulva.

With her head in her groin like this, she could not see much, but she could hear perfectly well. In particular she could hear Shenzi's licking, which was becoming quite guttural. She glanced over to see the hyena sucking her own penis.

Shenzi's eye lashes fluttered with pleasure. Clearly she was not merely grooming herself any more. So well endowed was she that she didn't even have to push herself into a particularly extreme position to suck it - bending her neck a little was enough.

In addition to bending down, she also moved her erection, batting it against the roof and tongue of her mouth, firming it up to suck deeper on it, making it stick out into the air and thumping it against her chest before delving in to suck it again.

Then she caught Sarabi looking out of the corner of her eye and stopped for a moment. "Do you want something?"

Sarabi paused a beat before answering her, unwilling to show that she was eager to keep going if Shenzi was. She understood this for what it was: a power game. "You're having a good time for someone who's finished."

"I always liked meals with more than one course," Shenzi said dismissively before returning to her self-attention.

"Oh yes," Sarabi rolled onto her side, feigning the most casual of airs. "You and your lovers like your entrees."

Was it Sarabi's imagination, or did Shenzi's eyes glint at this? "Well, sure. You made a great entree, your majesty."

Sarabi raised an eyebrow, but this went unseen. "And now you're moving on to the main course?"

The licking was showing no signs of abating. "You could say that."

"Hmm," Sarabi agreed. "It's just unusual to eat oneself, especially for the main course."

The hyena didn't make eye contact, but her eyes widened. For a moment Sarabi watched carefully in case she had offended Shenzi. As much as the lions were in charge, an offended hyena could be a force to be reckoned with. Sarabi was still trying to assess Shenzi's reaction while continuing to look as if she was doing nothing more than enjoying stretching out on the grass when the hyena started guffawing.

Soon she was laughing hard enough that she had to stop sucking herself. In no time she was belly-laughing so hard she had to brace herself against the ground. "Heh heh, ha! Really, your majesty? You're going to take the dinner what-do-you-call-it that seriously?"

"Analogy?" Sarabi quirked an eyebrow.

"That'll do," Shenzi said, still chuckling and waving her paw dismissively. Finally she signed, her bout of laughter finished. "Oh man, you're funny."

"You'd be surprised the skills you need to learn when you're queen."

Shenzi glanced at her out of the corner of her eye. "Really?" she said again, but this time there was no humour in her tone. "You have to bring that up again?"

Sarabi cocked her head. Again?She wondered. Then she dismissed the thought. One of them had mentioned it at some point and this was only a fantasy. Unwilling to break the spell she gave Shenzi a regretful look. "Maybe you're right. Being queen out here lacks meaning."

The hyena offered her a half-smile. It seemed she hadn't yet completely forgiven Sarabi. "And what's a queen with a hot cunt, anyway?"

That was the spirit she was looking for! Sarabi smiled and flopped back down onto the grass. "What indeed?" Her mind whirred. Clearly both of them were trying to take a dominant role in this situation. Sarabi wanted to relinquish hers but had to be careful not to damage her social position. But then again, out here, how much did that matter with no witnesses? It really depended on Shenzi's integrity.

The side of her head on the grass, she watched Shenzi with one eye, a sly grin on her face. A low position and a complicit rather than a lofty expression. Would that bring Shenzi back in? Shenzi still didn't look as if she had quite moved on, and Sarabi got a flash of inspiration. "It looks clean," she continued. "It would be a terrible shame if it got dirty again."

At last Shenzi gave her a look again, and got to her feet. "And what could be dirtier than your cunt?"

At last, she looked in the spirit again!

Sarabi rolled to her feet to crouch for Shenzi again. "It's overflowing."

"Oh no," Shenzi murmured into her ear, mounting Sarabi again. The lioness felt the vague sense of danger from knowing that one of her long-time enemies stood over her. But instead of Shenzi's teeth ravaging her neck, she felt her penis searching beneath her tail. At first the flared head poked teasingly at her entrance. "I can feel that filth."

Sarabi felt herself go light-headed with desire. "Do female hyenas give each other relief a lot?"

"Depends on the hyena," Shenzi answered, pushing her hard penis inside. Sarabi sighed with the pleasure of being filled again. "High-ranking bitches like me get to take control, and we deprive low-ranking ones. I kinda like watchin' someone else squirming for sex and not getting it. You know what I always liked doing?"

Sarabi would normally have answered a question with an eloquent answer, even if it was a profession of ignorance. In a subtle break from her regal countenance she looked at Shenzi for her answer and said nothing.

"Fucking in view of a low-ranker. Watching the desire and frustration on their faces. And their hips. When a hyena gets really turned on," she continued, humping Sarabi steadily now, "their dick starts leaking. Sometimes I get a low-ranker leaking and they can't do much about it. All they can do is watch and bat their bellies.

"I like stopping low-rankers from fucking each other too. You can tell when two of them are making eyes at each other."

That was interesting! So had Sarabi managed Shenzi's withdrawal well before and not presented herself as a low-ranker? Responded with a level of sass and a cool head instead of desperation?

"And how about watching other hyenas fucking?" Sarabi asked. "Or anything else."

"Anything else?" Shenzi queried, her dark forelegs wrapped around Sarabi's waist.

"I sometimes catch zebra and gazelle doing it."

"Lucky you. I bet you like that."

"I love it," breathed Sarabi. "I recently saw two zebra, and the male had such a big cock."

"Mm hmm," answered Shenzi.

Sarabi tried to weigh this up. Did Shenzi's tone sound a little flatter because she was enjoying the story or was she demonstrating disinterest? Sarabi continued, listening for further clues. "I was in the middle of a hunt and two zebra split off from the herd before we'd charged. They started doing it right in front of me, and had no idea I was there."

Shenzi loosed her grip around Sarabi's waist and planted her feet on the ground, and resumed humping. "Huh, so they wanted privacy and there you were?"

"There I was," purred Sarabi.

Shenzi slowed down for a few moments. "Imagine being caught doing it by the queen. Jeez." Then she sped up again, as if this had taken all of her thought process. "Well, I'm glad that's never happened to me!"

"Very funny," Sarabi dead-panned.

"Huh? Oh yeah. Sorry, queenie!"

Shenzi's cock pounded her. Her cunt gave, of course it did, being a hole and being so wet, but the hardness inside her and the feeling that Shenzi was getting pleasure from her in this way made her feel all the more desirable - and yet so debased.

"So tell me: what makes a female hyena cum?"

Shenzi put her mouth right next to Sarabi's ear. "Getting real deep inside someone. And power!"

Sarabi smiled, although Shenzi didn't see it. "And how powerful do you feel fucking a lion?"

Shenzi shuddered, but then recovered herself. "What does it feel like to get fucked by a hyena?"

For a moment she found that hard to answer. She considered the best response for the moment. "Different," she said.

"Bullcrap," Shenzi said, still humping her. "What do you actually feel about it?"

So no getting away with that kind of vagueness, then. "All right," she admitted, paused to think about how to construct her answer, and spoke. "It feels... perverted. Lions go with lions, but not lions with hyenas."

"Perverted, huh? The queen's a pervert. Who knew?"

"Of course she is," said Sarabi. "When you're queen all the sex has to be acceptable to everyone. But this? I would be chased out of the pride for this." Then it came home to her just how serious this was, but with being so close to climax she abandoned herself to it completely. Her body had started to vibrate as the sprint towards an orgasm presented itself. She kept her mind on the filth of this, and on Shenzi.

"You'd get disowned by the other lions? Damn," came Shenzi's answer, although it was not a sympathetic answer. It was... smug.

""Not the other lions," Sarabi corrected, pushing her rear up to tell Shenzi how much she loved the delicious fucking she was giving her - both on a sexual and a social level. "By the other animals. The antelope, the flamingos, the vervets-" she name-dropped the least-powerful creatures in the Pridelands to press home the point of her vulnerability - and the power Shenzi wielded. "They would reject me as a leader. They would chase me out of the pride."

Shenzi had started to pant, and Sarabi heard the quality of her pant change and guessed the hyena was grinning. "Yeah right, and what are they going to do?"

"They're all good at mobbing," Sarabi pointed out.

"Oh!" Shenzi said in a moment of clarity. "Oh yeah."

"They'd chase me out and, and..." She had to stop as Shenzi's pounding increased.

Then the hyena murmured in her ear, her voice the growl of the just-about-to-orgasm. "They could all be watching right now. You're surrounded, queenie. Monkeys and birds and herds of antelope. Words gonna spread fast. I hope they're getting a good view, 'cos I'm about to cum inside you."

"Do it," Sarabi told her as she started to pant.

"Ah!" Shenzi grunted as her rhythm stuttered, and then she gripped her waist again and pushed deep inside. "Take it, bitch!" And then she started shuddering.

Sarabi roared! And if anyone had been in any doubt that she was being fucked they knew now. Her body shuddered in its own orgasmic spasm and a feeling of warm goodness flooded through her, making her limbs weak and yet sparking a sense of pure, blazing power in her breast.

Her roar trailed but she kept her jaws bared for a few seconds after.

Sarabi returned to the world of the real, closing her jaws slowly and rolling onto her side to let her limbs - indeed, her whole body - relax. Her heart beat hot blood throughout her body, pumping goodness through everything from her limbs to her tail, to each individual claw. The grass made for an unusually comfortable bed and the gentle babbling of the water talked her down from the intense mindset she had gotten into.

She had done it. She had cum. Sarabi flicked her tail in satisfaction.

Then she remembered that although she had not had an audience herself, she had _been_an audience, and lazily rolled to her feet to spy on Albion and Sarafina.

The two were still very distant but faced in her general direction, ears pricked to pick up any sound.

Of course, she had roared. Still, a roar was hard to identify without the context of position and a sighting of the lion, so with any luck they would not identify her. She remained still and well-hidden, watching for their final decision. Would they come seeking her, or give up and return to their mating?

Albion in particular seemed conflicted, but he took no steps forward. After a few breaths Sarafina approached him and nuzzled his mane, and with a final, doubtful look in Sarabi's direction he followed her on a brief and playful chase to mate with her again.

Sarabi remained where she was for long enough that the couple seemed to forget entirely about her, and when they mated facing in a direction that meant their backs were turned to her, she turned away and headed for Pride Rock.