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"*Yaaaawwn...! What a day." Said a tired lion cub with golden fur and a developing tuft of red mane with a mark.

The Lion Guard leader, Kion, was on his way home, just leaving Hakuna Matata falls after visiting his friend Bungaa and two uncles, Timon and Pumbaa. He was underneath a thick jungle canopy where vine entangled trees and bushy shrubbery bearing much fruit as various colorful bugs crept and crawled among them.

While halfway through the jungle, his ears twitched as the sound of rushing and crashing water that was nearby. No, not the sound of a river but notably a waterfall. But how can that be? He traveled this path numerous times and the only waterfall in the area was the one he was just at.

Curious he followed the sound of water, going through shrubs and bushes and over logs. Soon, he popped out of some bushes and came across the source. Another waterfall but much smaller than the other one. Roughly around thirty feet tall and twenty feet wide with a circular pool around six to eight feet deep. As he neared the edge and investigated the water, he saw that it was pristine with the bottom clearly visible, seemingly untouched by any animal.

The lion cub looked back up to the waterfall. Upon examining the falling sheet of water, he saw through it, noticing an arching entryway behind it. A cave? A tunnel possibly?

Curious, he went around the pool towards the cliffside. There was an opening behind the falls and the water was receding back there as if an underground river. Fortunately, there was a ledge that made a natural rocky sidewalk that he walked on towards the mouth of the tunnel. Looking down he could see the ledge continuing along the wide river but most of it was left in darkness, hearing the echoing of the water.

Intimidating as it was curiosity fueled him to press forward. He continued to walk along the ledge, heading down the tunnel. Soon, the light slowly diminished when the entrance was far behind him, but fortunately, his eyes adjusted to the dark not too long after.

The longer he traveled down, the ledge seemed to get narrower by a few inches to a foot, making him press up against the cavern wall. Despite limited visibility, he also noticed some strange white crystal formations along the walls and ceiling as well.

Pressing onward still, he wondered how far this tunnel goes and began considering heading back. It was getting late and he hate to get a scolding by his parents if he did not return to Pride Rock by sundown.

As he turned around, the ledge beneath him cracked and gave way, making him fall into the river. He struggled and splashed for a bit but found himself floating on his back in an oddly calm state as the current carried him down the tunnel. There was something about the water that was so relaxing and soothing. It was like being in a comfy bed that you did not want to get up from, wanting to sleep for a few more minutes to an hour.

"*Yaawwn..."

Kion's eyelids grew heavy, nearing the verge of sleep. Soon, he was out like a light as his eyes fully closed shut into deep slumber. Not too long the crystal formations of the tunnel began to glow softly as he floated on by, blissfully unaware about the transformation that was about to take place.

His hindlegs stretched and cracked, inverting into humanlike fashion. They began to mature with more feminine form with shapely calves and thick thighs. The paws followed suit as they cracked and popped into plantigrade feet with ankles, heels, soles, and five-digit dainty toes with black claw nails.

He let out a muffled grunt as he developed a pelvis region as childbearing hips came to view with a thin, skinny waistline. His butt gained a couple layers of fat and his tail lengthened by a foot as well.

His torso widened and expanded to have a humanlike chest cavity. A moan escaped his muzzle as two dark nipples stood erect, peeking out of the fur, and becoming fatter and wider. Then, underneath the nipples, breasts began to develop from A cup to FF cup in a matter of minutes.

He groaned as his head grew to match his body, becoming bigger with a feminine muzzle. Other than receding into his scalp, his red mane grew and lengthened like long red flowing hair that reached midback.

Finally, his furred sac shrunk until his testes receded into his body, leaving a plump adult pussy in its place. The Mark of the Roar appeared on his lower back above the base of the tail, looking like a tramp stamp.

The transition into womanhood was complete. Now an adult anthro lioness was floating down stream instead of a feral male lion cub.

After the transformation, the crystals ceased their glowing and a little further down was the tunnel's end as sunlight peeked in.

Kion was still in sleeplike state as her body exited the tunnel into a pool of water, nearly identical to the one at the waterfall she discovered. She floated into the middle of the eight-foot pool right before the tunnel suddenly disappeared with solid rockface took its place. Then, as if turning on a faucet, crashing water splashed into the pool as the waterfall went back to normal.

This was enough to stir the lioness awake.

"Mmm...Hm? Huh...?" she uttered in a lower yet high pitched voice.

Her eyes slowly opened, greeted by a sunset sky. Wait, when did she got out of the tunnel? She then remembered about how late it got and needed to get home before dark. She lifted her 'foreleg' only to see a humanoid arm with monkey like paw. She looked down to see two large mounds obscuring her vision, getting in the way of foreign looking feet.

"HEVI KABISA!" she yelled in a panic as she frantically tried to doggy paddle to land.

She managed to get out on all fours and shook her body dry, moaning as her knockers bumped into each other. She sat there as she looked over her body once again, wiggling her newly found fingers and toes. She moaned as she gave her breasts a nice squeeze as well as a couple of fingers dug into her new orifice, making her body shudder and spasm in response. Were females this sensitive?

She tried to get up on her two feet while wobbling and teetering, not use to bipedalism and thrown off balanced due to her large heavy rack. She propped up and leaned against a tree to be stable.

"Why...how am I...a lioness? What...what happened to my body?!" she exclaimed.

Then, she realized how. The waterfall. Her eyes darted towards it, but soon noticed that the visible tunnel that she saw earlier was gone. Now there was flat solid rock as if no tunnel ever existed.

"B-but how?!" she exclaimed as her way of getting back and possibly back to normal was gone.

Speaking of which, where was she anyway?

It looked like the jungle she was in earlier but something about felt off and different, just not right. But then, she heard some rustling from the bushes and shrubs nearby, approaching where she was. She partially hid behind the tree she was leaning on.

Out from them, an anthro male lion in the buff with dark brown fur and mane and creamier underbelly from his muzzle to his sac with guava sized testicles emerged. His muscles were an athletic runner's build and brandished a spear with a sharp arrowhead tip.

Kion blushed at the handsome newcomer as female hormones worked their way through her body, even making her crotch damp in the process.

"Hello? I was nearby when I heard yelling. Are you okay?" asked the lion.

"Y-yeah, I'm f-fine..." she answered nervously as her heart raced like stampeding gazelles just by looking at him.

"So, what's your name? I'm Juwei by the way." He said as he approached her.

"Kion." She replied as she stepped out from behind the tree, showing much of her beautiful bod that the male showed much interest in as he was caught staring.

"Uh...ahem. Never seen you around these parts. Coming from another village I presume?" he asked.

"Something...like that? No..." she sighed. "Look it's a really long story."

"Okay, I'm listening."

She then told him everything about what had happened to her from being a male cub to finding the tunnel to waking up in the strange familiar place. Juwei scratched the back of his head, trying to take it all in.

"That's a hard bit to swallow."

"So...you don't believe me?" she said distraught.

"No, no I do believe you! I do not think you have any reason to lie. Just a lot to take in and so unexpected." He said as held his chin. "The crystals sound familiar though. Maybe the village elders could be of help."

"Really? You think they'll help?"

"Yeah probably. And I will show you around our village too if you like."

"Oh, thank-...*stomach gurgle...Oo." She uttered as she put a hand on her growling stomach.

"*Chuckles...Hungry, are we? Don't worry, there's plenty of food at home."

"Again, thank you. I could swallow a whole wildebeest right now."

Soon, the pair went on their way, chatting along and getting to know each other, unintentionally growing closer as well. Eventually after passing some herds of zebras and gnus, they reached a Serengeti like area, mainly a savanna grassland with umbrella thorns scattered about. Really reminded her of the Pride Lands, but what surprised her was what filled them.

There were many teepees and huts made from thick hides of animals with firepits located near them, illuminating the village as the sun disappeared below the horizon. She was amazed at the many anthro lion and lioness villagers cooking food from spit roasting boars to fish on skewers to stews in clay pots and bowls. There were even ceramic plates with cooked meat on crude looking tables. They even wove baskets, made tools and weapons such as spears, shields, and nets, and did other activities that fit the village lifestyle and culture to make it vibrant.

The lions and lionesses that make up this civilization were interesting as well esp. in terms of fur pattern and colors. Some had zebra color schemes with mainly white fur with black stripes; others had hyena patterns of grey fur with black spots and mane. Some even wore war paint and accessories such as bone necklaces and bracelets and earrings. But she found herself ogling at the males longer with their rippling muscles and large sacs, making her drool a bit and wet. Feminine hormones hard at work.

"Let's get something to eat and talk to the elders, yeah?" he said, noticing her drooling fit.

"Oh, um...yeah." She replied with a flushed face.

The two grabbed some plates of cooked meat and dug in. Kion was surprised how good it tasted, way better than raw food. After learning things that were foreign to her about the village, they finally met with the elders in a large tent who sat beside a firepit who wore decorative wildebeest hides. One with tannish fur, another beige while another had jet black fur that were pale with tinges of grey in them. She told them her tale, only to react a bit when she got to the part of the tunnel crystals. Many cavern systems have such crystals with supernatural properties that were unpredictable which is why going into them were forbidden. Other than that, they could not help her on getting back home or back to normal which dismayed the lioness, but she thanked them anyway.

"Sorry they couldn't help, Kion." Juwei said as they exited the elders' tent.

"N-no no, it's fine. I somewhat expected it in a way." She said, feeling distraught.

"Well, how about... staying with me for tonight?" he offered, nervously.

"Oh, y-you don't have to do that. You have done a lot for me already. I don't want to be a bother." Kion replied as she blushed at his offer.

"But I insist since you have no place to go anyway. And I would appreciate the company too. You aren't a bother at all."

"Thanks, Juwei."

He led her to a tent with a leather door flap. Upon entering, they were greeted by a quaint looking single room with a small firepit in the middle with a clay pot on a spit roast with plates and bowls nearby. A small area on one side held tools and weapons such as a couple of spears, a wooden shield, and some nets. One side had a makeshift bed with skin hides and giant soft leaves with a window and an open flap just above it.

Juwei let out a yawn and lied down on the bed, patting on the spot next to him and inviting her over.

"Care to join me?" he asked, causing her blush once again.

"Um okay..." she said nervously as she lied down beside him, face to face, gazing long into his eyes.

"Hey, Kion, um, I was wondering...have you ever heard of sex?" Juwei asked, making the scene slightly awkward for a moment.

"Y-yeah, I have heard lionesses used that word before, but my mom and dad said I wasn't old enough to learn about it yet."

"Well, you aren't a cub now, are you? Want to experience it firsthand?" he offered.

"I...s-sure. Let us do it." She said anxiously with her heart racing like a cheetah on the chase.

"Okay, let me lead for a bit." he said as he brought her closer with genitals basically touching with his ten-inch red humanoid rocket unsheathed.

He gave her affectionate licks that surprised her for a bit, making her flushed in the face. Soon those licks turned to kisses as they locked muzzles with Kion kissing back, easing into it as female hormones took hold. She moaned as his leaking rod rubbed up against her slit. He broke the kiss for a moment.

"Kion, may I...enter?" he asked.

"Y-yes...do it." She replied, holding onto him, and braced for whatever was to come.

And with one gentle thrust his length slid into her.

"Hevi Kabisa! Ooooh~..." she moaned a purrlike moan in response to his shaft grinding against her inner walls.

He steadied his pace, pumping in and out of her, causing her body to constantly shudder. It was such a remarkable feeling for Kion as very thrust sent jolts of pleasure throughout.

"Haah...oooh! Ah! Mmmm...Yes!"

"Unh! Oooh! Haah.... Ah!"

Juwei kicked it up a notched as he went faster, her pussy pulsating and clenching in response. Their bodies becoming more sexually stimulated. Kion wrapped her legs around him to keep stable, moaning louder as their climaxes drew near. They kissed a bit more with him licking and nibbling her neck, even while groping a breast.

"Haah...oooh~....Ah...Ju-ooh-wei! Something's...Ah! COMING!" Kion cried as her snatch released a stream of cum onto her partner's penis.

"Unh! Ah....Me...Agh! Haah...TOO!" he exclaimed as his dick blasted ball batter, filling her womb, and making it overflow as it spills out of her snatch.

Then, he exited out of her with a wet plop before kissing again in the afterglow of sex.

"I love you, Juwei."

"Love you too, Kion."

They both said before embracing each other in a deep sleep.

The End