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Things were, as always, going well in the Pride Lands. Kovu and Kiara had taken on their new roles as king and queen. Simba and Nala were glad to have the weight and pressures of the kingdom lifted from their shoulders. With Kion and the Lion Guard still working hard to ensure peace and security in the lands, it seemed there was nothing more to worry about. Even the hyenas, who frequently invaded were seen as nothing more than a mild convenience that could be easily taken care of the moment they were discovered.

Meanwhile in the Outlands, things were worse than ever. They had their chances to take out the future queen and leader of the lion guard when they were still cubs, but they of course messed that up as well. There was a time they had a hope that Kovu would succeed in taking out Simba. Maybe they could have taken advantage of that... But he ended up siding with the Pride Landers, once more burying the little hope they had of rising to power and enacting revenge. Now they were all fully grown lions, stronger than ever, able to beat them off with hardly any effort...

For the most part, they had given up hope, finally accepting that they would be stuck in the Outlands for the rest of their lives. They did their best to find food to feed themselves, but their hopes of getting one over on the prosperous Pridelanders was never far from their minds...

Unknown to them all, their chance would come...

It was another night just like any other. Janja, Cheezi, and Chungu had just returned back from another hunt, coming back with nothing but scraps and bones to feed the clan.

"This sucks..." Janja huffed as he took a thin bone for himself.

"Well, that's all we got..." Shenzi said dryly.

Cheezi was already chewing into his bones, just glad to finally have something to eat.

It had been a rough going for them before, now it seemed that things were just getting worse for them. There was nothing they could do, the moment they stepped a paw over the border some lion was there to chase them back. Even with their numbers, they were no match for the combined might and power of the Lion Guard as well...

Shenzi wished they could be just a bit stronger. And maybe they could stand a chance...

"Hey, Shenzi! We found something!" Banzai called as he and Ed walked into the main chamber, getting the attention of the clan leader and various other hyenas.

"Something like what?" the matriarch asked, failing to hide her disinterest. What she wanted to hear was "we found some more food" or something similar. "Something" likely wasn't going to fill their stomachs.

Ed chimed in, explaining in his absurd way. Even though many of the hyenas could more or less understand him, his "talking" was much faster than it usually would be. Many hyenas stopped eating, instead looking at each other confused.

"Slow down, Ed," Shenzi said. She finally approached the two, figuring that going along with this was better than doing nothing.

"What he's trying to say is that we found this new chamber. It was sealed off behind some rocks. When we started pushing some of them aside, the whole thing came tumbling down and there's something inside of the chamber that you need to see!"

Shenzi could tell by the tone of Banzai's voice that he was being serious. There were many chambers in the hollowed mountain they called home. A good number of them had gone unused. At one point they were used for things like food storage but the reveal of a new chamber, one that had something strange in it. Shenzi felt intrigued by this and told the pair to lead her to it.

They did, walking down a corridor that was lined with dust on all sides. "Jeez, what made you two come down here?" Shenzi asked, shaking some of the dust from her pelt.

"You can ask Ed that," Banzai said with some annoyance. "He just ran off when we were supposed to be scouting and I went after him."

Ed giggled and nodded, clearly more concerned about the discovery than the reveal of him not going to his assigned post. They went down further into the corridor until they reached the start of the chamber. The many rocks littered along the floor corroborated Banzai's story. And looking inside the chamber itself, Shenzi was instantly mesmerized by what was inside.

Stepping inside, she got a closer look at a rock. But not just any kind of rock. It was carved into the shape of a hyena. A strong looking one. With a wide chest, broad shoulders, and stocky legs. It looked more like a lion cub's depiction of a hyena, one that would have been fed all kinds of fear mongering stories...

But what really caught Shenzi's attention were the pair of shimmering jewels that acted as the hyena's eyes. Though they were just stones, the female hyena felt as if she was actually being watched. Not just that but the longer she looked at the jewels the more...compelled she felt to reach up and touch them.

Ed and Banzai stood by, feeling a bit confused as Shenzi went quiet, stepping all the closer to the statue until she was just in front of it, reaching up and touching one of the jewels. When she did, the both began to glow, a blinding light suddenly filled the chamber that had been nearly pitch black. The trio of hyenas winced until the light died down but the eyes were still glowing, just much less now.

"Matriarch." A voice belonging to none of the hyenas made them jump and huddle close together, looking around for the source. The voice was deep, stern, and commanding. It reminded them a lot of Mufasa's and though he was long dead sometimes they would have nightmares of the powerful lion instead finishing them off instead of just scaring them when they had chased Simba and Nala all those years ago...

"Matriarch." It repeated.

"I think it's talking to you," Banzai said to Shenzi nervously.

"Uh, y-yeah I'm the leader around here," Shenzi confirmed with an uneasy gulp.

"You have answered my call." Shenzi had been looking around until her eyes were again on the statue and its glowing jewel eyes.

"There's no way..." Shenzi said as he stepped away from her cowering friends. "You're the statue. You're talking to me?"

"I am. This carved stone is the last remnant of what was once a shrine. But I have called out to you because your clan is in peril," the voice said.

"You can say that again. Between the lack of food and the Pridelanders attacking up the moment we step over the border... I'm not sure how much longer we can last."

"Fear not. I can grant you the means to save your clan. The hyenas of the land were once in a similar position but by summoning me and making an offer that transcends generations, I ensured their prosperity. But the time has come when you need my blessings yet again."

"Blessings, what kind of blessings?" Shenzi asked with intrigue.

"I shall show you." The statue began glowing again, but all over this time. The light was blinding again, making the trio wince. When the light died down again, the statue was gone and in its place was a living hyena.

Shenzi, Banzai, and Ed were gawking at the hyena before them. He was even bigger than a fully grown lion. His statue hadn't done his true physical form justice; his body was even stronger looking and stockier too. Everything on him was thick and built with muscles, their legs, neck, shoulders, everything on their body was rippling with muscles under the patterned pelt.

"Whoa," Banzai marveled and Ed nodded in agreement.

The hulking hyena didn't just stop at showing off his body. He turned his side towards them, lifting a hind leg to show off his loins. Jutting from his fat sheath was a long and thick cock, bigger than any normal hyena's. It looked to be about a foot long if not bigger and a pair of fat balls were hanging heavy, swinging with weight as the large male just shifted his weight a bit.

The female and male hyenas alike couldn't take their eyes off the hyena endowment that was impossible for any of them to possess. All three of them were also feeling a sense of desire welling up within them. Even from the short distance they were standing at, the trio could smell the dense and masculine musk rising from the huge hyena's crotch, smelling of raw power and virility.

"You wanna take down the Pridelanders, don't you?" the hyena said, sounding a lot more like them now. It wasn't just his words but his overall body language that had changed as well, looking cocky and playful. The bigger hyena was fully aware of his own strength, power, and abilities. He was bound by certain rules when encased in stone but being free again allowed him to be his true self.

"Of course we do," Shenzi said. "But how well are we gonna do that? No offense but one big hyena isn't gonna be enough to take on any of the lions, let alone that damn Lion Guard."

"Yeah, about that. I wouldn't be able to help you anyways. I'm only allowed to be...myself...for a short time. Then it's back in the damn rock. No, I'm gonna do what I did a long time ago. Make you like me."

The three hyenas went wide eyed at the reveal. Then Banzai stepped forwards.

"You mean I get to have a body and dick like that?" Banzai asked with clear eagerness. "Well what are you waiting for?"

"Hold on a minute. It doesn't work like that. It's all gonna start with her, the matriarch. That's part of the deal," the bigger hyena explained.

"Me?" Shenzi asked.

"I'll give you the power and then you can transfer it to the others. All of them," the bigger hyena said.

"What do I need to do?" Shenzi asked with intrigue.

"Why do you think I showed you my dick?" the other hyena asked with a laugh. "All you need to do is submit. Take my load and you'll be like me and so will they. Better hurry up if you want it, I can't stay like this for too much longer."

"Alright," Shenzi agreed, stepping up to the much taller and bulkier hyena. "The name's Shenzi by the way."

"Mzima," the other hyena said, grinning and showing off his much bigger and sharper teeth. "Don't get too mad at me. It's part of the ritual but when it's all over you're gonna love it."

"Huh?" Shenzi was confused and before she could ask, the hyena was pounced on. She was on her back and pinned down by Mzima's front paws, his strength and weight being more than enough to keep her held down. He moved up a bit, getting his semi-hard cock lined up with Shenzi's face.

"Just trust me on this. And maybe take a deep breath."

That was the only warning given before Shenzi was hit right on the muzzle with a thick stream of hot piss, so hot that light vapors of steam were rising from it. As Shenzi gasped and writhed, the beastly hyena sighed deeply, feeling a strong sense of relief. He shifted his hips again, making his cock swing a bit, dousing more of Shenzi's fur in his marking.

Shenzi's first reaction was one of disgust, she spluttered and that's when a rush of the piss got in her mouth; the heat and strong taste scorched her tastebuds. She didn't mean too but some of it had been swallowed. While trying to spit it out her face and neck were still being doused by the strong stream.

"A-almost done..." Mzima said. He grunted and his stream got even stronger, splattering loudly as it cascaded onto the matriarch, getting on even more parts of his body as he rocked his hips a bit, making his cock swing. While doing that he was humming and his eyes rolled upwards. While Shenzi was just doing her best to endure he was murring from the searing liquid rushing out of him, pouring out of his large bladder that held a lot more than any normal hyena's. Though Mzima claimed he was nearly done, in reality his urination lasted for another full minute before the stream finally weakened, becoming nothing more than a few dribbles.

Shenzi was glad when it was over, her body was absolutely soaked and all she could smell was the heavy reek of musky hyena piss. The taste was still just as strong on her tongue, being bitter more than anything else.

"Ooooaaahhhh..." Mzima moaned as he finally stepped back and off of Shenzi. "I had almost forgotten how good that feels."

"What the hell are you playing at?!" Shenzi snarled when she rose to her paws. Her pelt was feeling heavy and now drops of fresh urine were falling from her body.

"I told you, it's part of the ritual," Mzima said, sounding genuinely apologetic although he was still grinning. "It's the first half of submitting. You should start to feel something."

As soon as it was mentioned, Shenzi trembled as she felt a panging from deep inside. A different kind of heat had blossomed from her core and the feeling was spreading outwards, being similar to the feeling of heat. She moaned, feeling herself getting aroused. The smell of piss on her body added to that, her nose responding to the musky markings. Breathing it in even made her moan. Standing back, Banzai and Ed watched as Shenzi's pseudopenis stood at full attention.

"Now for the second half," Mzima said in a low, lustful tone as he stepped over Shenzi, pressing his cock to her wet muzzle.

Shenzi didn't hesitate to run her tongue along the length, making Mzima shudder. The taste and texture was certainly hyena but it was the size that really made Shenzi's heart pound in time with the pulsing of her hardened clit. The cock just in front of her looked more like a zebra's, an expanse of thick meat that was decorated with bulging veins. The musk of it poured into her nose, making her moan again. It was even stronger than the smell of his urine. She began to lick at the shaft, starting at the tip before leaning forwards to run her tongue along more of the hyenahood. Keeping her tongue moving, Shenzi gradually traced along all of the inches until she reached the balls. They were given a few licks too before she eased her back towards the tip again. When she did, a thick drip of precum fell directly in her nose, keeping the smell of powerful hyena musk strong.

Mzima shuddered when he felt his cocktip being taken into Shenzi's mouth, her soft tongue swirled around his tip. Though it was a lot to handle, the lust-filled hyena took on the task with full enthusiasm, feeling already addicted to the rich natural aroma that promised such power and huge loads. Her body was responding to it with every sniff, feeling a sense of need overtaking the rest of her senses.

After giving attention to the tip, Shenzi forced her maw to open wider so she could take in more of the huge dick. Mzima was impressed with Shenzi's skills, feeling his inches being surrounded by heat and wetness one by one. She pushed herself but could only manage to fit about half without straining herself. Working with what she could, Shenzi began to bob her head back and forth, rocking her entire body to do so. Mzima's moans grew much louder and the sound alone led to her secreting juices. The scent of her arousal mixed with the musk that was already heavy in the chamber, dripping from her opening the same way Mzima's piss was still dripping from her fur.

Still watching and feeling overall left out, Banzai and Ed remained mostly quiet. Coming from Ed was a series of wet smacks. Banzai didn't need to look over to know that his giggling friend was jerking his cock, pumping his paw along the length of his thick erection. Banzai ignored his own erection for as long as he could but between the sight of Shenzi taking such a huge cock into her mouth and a jet of Ed's precum landing on his hindleg, Banzai caved and gripped his own cock, moving his paw up and down. The precum freely leaking from his paw acted as a lube that he used, humming from the pleasure he was feeling. The pair of males were jerking their cocks, having nothing better to do at the moment. Banzai still didn't want to look over, feeling self conscious about his shaft being smaller than Ed's. The hyena with rocks for brains was both longer and thicker than his own endowment and that made Banzai feel slighted, especially since Ed really knew how to use that size, at least that's what he had heard...

As minutes passed, Shenzi was lavishing the meat in her mouth, even taking in a bit more. She groaned from the thickness that filled her throat, feeling it pulsing and spurting hot precum directly against her oral walls. There wasn't much going through her head aside from a new for more. More of the intoxicating smell and addicting flavors. Gulping down the precum had her esophagus tightening on the length that was inside. As much as she could, Shenzi was suckling, working her tongue, and using her throat to give all the stimulation she could to Mzima, hearing his moans getting all the deeper.

She was caught completely off guard by Mzima thrusting forward, burying his cock in deeper. The next thing she knew, Shenzi's mouth and throat were being roughly humped. Mzima's strength forced even more of his cock inside. She had no idea how but the larger hyena's dick was much further in now, nearly taking up all the space in her esophagus. While her jaws were spread wider than they ever had been, Shenzi had her nose pressed to Mzima's crotch, realizing that the entire hot, dripping appendage was past her lips...

Feeling her breathing in his musk made Mzima smirk and he proceeded humping her muzzle at a pace that looked almost painful to Banzai and Ed. But she was still moaning and slobbering all over the throbbing and leaking maleness that pumped back and forth, making long strokes that were making the skin of Shenzi's neck stretch and bulge. Mzima was loving every second of having a tight and hot hole on his cock. It had been so long and it was taking great effort for his knees to not buckle as he shoved it far down the squeezing passage. Banzai and Ed observed the expression of pleasure on Mzima's face; his eyes rolling upwards and his tongue lolling out, being long and thick. Fat lines of drool were leaking from his mouth as his body rocked harder, the bulge in Shenzi's throat getting bigger as he rutted her face with increasing strength.

Mzima suddenly grunted and snarled, baring his large fangs as he came, making Shenzi's throat bulge even more from the large gushes of spunk that were being fired into her stomach. Shenzi's eyes went wide at first but she began moaning again, doing her best to swallow down the huge loads. But the force was already pushing all the way down her gullet. Some of it was leaking through the gaps, oozing down her lips and even from her lips.

With another grunt, Mzima pulled his cock free from Shenzi's mouth. Cum was still shooting from his cocktip, coming out in large blasts that coated the smaller hyena's face.

Still watching all of this, Banzai and Ed yipped as they blew their loads. The sight of Shenzi getting her face and neck coated in thick, musky seed was too much for them. Banzai was the first to shoot a few ropes that landed just in front of him. Ed hissed as he came right after, shooting even more seed that was of thicker quality. Banzai grumbled a bit before returning his attention to Shenzi. She was gasping and coughing a bit from the excessive amount of cum that clung to her. It was dripping from her just like the piss had been and she was still licking up some of it, humming from the taste.

"Mmmm... Fuck that was good..." Mzima moaned, his body was still tingling from the lingering feelings as he put his leg back down. "Haah... You've got everything you need now. Make the most of it."

That's all Mzima said before his body glowed again, fading out of view. The statue was back and it was quiet now and the feeling of being watched was no longer there. Shenzi had the feeling that she would no longer be seeing Mzima for a while now. That wasn't the only feeling. There was something else. That feeling of heat and those pangs were still going on, the sensations just increasing.

Those feelings from deep inside were being felt on the outside as well, a series of tingles that were all over her. As she groaned, Banzai and Ed began to approach out of concern but paused when noticed that she was becoming bigger. All at the same time, every part of the hyena was getting bigger. Her limbs were extending and thickening. The claws she had grew longer and thicker as well, looking sharp enough to tear into just about anything or anyone. Her back, shoulders, and chest all grew wider and bulkier. Hard muscle was showing beneath her fur, flexing even as she moved just slightly.

Shenzi felt a strange sense of pleasure all over her body. She managed to stand up on her larger paws, feeling the strength in her four legs that had no trouble keeping her greater weight up. That's when she felt something else, a series of strong jolts and throbs between her hindlegs. Looking between them, she gasped to see that her pseudopenis had gotten much longer and thicker, being just about as big as Mzima's had been. But that wasn't the end of it. It was morphing further. She could feel it. It was changing, no longer being an extended vagina but an actual male hyena cock that was engorged with blood. The veins criss-crossing across it was proof enough of that and so was the precum leaking from the tip, the fluid coming from the pair of large and heavy balls swinging back and forth. They were the real thing, no longer just look-alikes.

Shenzi groaned, hearing the deepness in their voice. Testosterone was flowing through her--no his body. Shenzi was a new hyena, not just bigger and stronger but changed from female to male, with an actual cock that was throbbing harder than ever had been. Strong urges took over him, he felt the need to mount and breed instead of being the one bred. His eyes trained on Banzai as he approached.

"W-wait, Shenzi! Can we talk about this first?" Banzai asked, feeling a sense of unease.

Shenzi was soon on top of Banzai, panting and even drool while rutting Banzai mercilessly. At first the smaller hyena was yelping from his virgin ass being stuffed so full. Every thrust formed a bulge in his stomach that was clearly seen by Ed who observed it all, his cock at full mast again. It didn't take long at all for Banzai to start moaning and just a minute into the pounding, he was panting just as hard as Shenzi's his own untouched length throbbing and squirting precum onto the chamber floor. It was incredible! Pleasure that transcended anything he had ever felt prior.

He felt the pair of giant balls slapping against his own, Shenzi's cock hammering into his guts, keeping them spread and clenching hard around the flesh that just kept powering through it all.

Banzai's moans and Shenzi's low pants were the loudest sound in the chamber. An even harder thrust led to the bigger hyena snarling and Banzai yipped from his prostate being all but flattened. His body was shaking, not just from the pleasure but also from the weight that was on top of him. Shenzi had a firm hold on him, his strong paws clinging to Banzai's sides.

"F-fuck!" Shenzi groaned, his much deeper voice being heard again.

Searing hot cum was shooting into Banzai with so much force. Shenzi was still humping while he was cumming, giving himself even more pleasure while Banzai felt himself being marked from deep inside. The intense heat raced through him, making him sweat in just a few seconds. His legs shook even more as Shenzi began to thrust even harder, his cum acting as a hot lube that assisted him. It was so easy for that giant hyena cock to plunge into Banzai's guts, making the bulge in his stomach even bigger. On top of that was the swelling that came from the seed pooling into his stomach as well, becoming bigger as more cum was released.

For another minute Banzai was on the receiving end of fast and hard thrusts that rocked his body back and forth, repeatedly knocking him off balance. He could feel the wetness of Shenzi's drool dripping on his back and the smell of musk was all around him. It was so thick and potent, making Banzai's nose tingle just from inhaling it a bit. Taking deeper breaths was making his head spin. He wasn't sure if he could handle any more. His tailhole was spread so wide and his body was straining to handle all of the intense pleasure that was being forced into it.

Shenzi thrust in hard and kept his cock lodged in. The tip reached its furthest point, unleashing another torrent of hyena spunk that heated Banzai up even more. Feeling the hot seed pouring into him and also spilling out of him, the sensations of stickiness being all over, it was too much for him and he came as well.

Shenzi dismounted and pulled his cock free, feeling satisfaction as he gazed upon Banzai's gaped hole, watching as his seed was leaking out freely and in heavy amounts. While moaning, Banzai's body was expanding like Shenzi's had. Gaining mass, muscle, and testosterone. Longer claws, sharper teeth, and a deeper voice were all granted to Banzai but the thing he looked forward too much was the state of his cock which had become nearly three times bigger, certainly much bigger than Ed's. He grunted, feeling a rush of sensations all at once. Power, strength, and a need to suddenly breed.

Shenzi knew what he had to do and left Banzai to change Ed while he went to spread his "gift" to the rest of the clan.

Banzai was all too happy to finally outdo Ed. Before the wall-eyed hyena could tilt his head, Banzai was on top of him, all but crushing the smaller male beneath him. Keeping him pinned down with his weight, Banzai took joy and pleasure in pushing his cock right up Ed's tailhole, groaning from the tightness and slickness that came from the first gush of his own precum. His balls were much bigger and were working overtime, spurting fluids the moment he thrust in, providing lube that was so perfect. So hot and slippery. There was so much of it and pumping his cock with this fluid slathered onto Ed's walls brought a heavenly feeling.

Banzai couldn't have stopped himself from mercilessly rutting Ed as if he were a female in heat even if he tried.

Ed had actually been looking forward to his turn and was all too eager to accept his friend's much larger cock. Banzai didn't disappoint him, sending hard waves of pleasure that were soaring through his body. His eyes lidded and his tongue bounced from his muzzle. The feeling was even better than he anticipated. That large and sloppy cock plunging into his deepest parts, shooting more of the hot fluid that spread a comforting heat that was spreading outwards. Feeling Banzai's belly fur grinding against his back and smelling the musk that was wafting out from his body. He noticed that it was just Banzai's usual aroma but greatly enhanced. Ed also suspected that it had a pheromone-like effect because just breathing in a bit was making his body shake and his cock throb harder than it ever had.

Banzai was unaware that Ed was loving it. He was still feeling superior about his greater size and strength. His cock was throbbing so hard against the other hyena's insides. They had become so hot and slick. Plunging in as far as he possibly could was so easy. Hearing Ed whimper and yip from the intense filling was even better. It didn't click just yet that Ed was wanting even more, pushing his ass back just a bit more. All Banzai felt that his cock managed to reach in further, being squeezed even harder by the passage's muscles. His ballsack bounced off Ed's rump, the motion churning up his blessed hyena essence.

For several more minutes, Banzai was giving all he could to Ed. When he felt himself getting close he flexed his hips and proceeded to thrust in hard a few more times before he came, dumping a mini-river of his cum into the other male hyena, pumping his stomach up while also making Ed cum as well, releasing lines of his seed onto his rounded and hot-feeling stomach. Feeling himself being filled with so much musky seed kept Ed shuddering, even after Banzai pulled out, watching as his steaming load oozed from Ed's tailhole.

Ed then began to grow as well, gaining muscle and strength as well. He groaned and laughed from the tingles that were all over him. Groaning from the expanding of his cock, the changing hyena rubbed his length against the smooth floor of the cavern. As his shaft grew thicker and longer it was also leaking more and more precum. Banzai watched as Ed gradually became as big and strong as he was. Just when the transformation was finished, Ed snarled as he came, his seed splattering against the wall in front of him.

Banzai watched as Ed came and noticed that his cock looked bigger than his. Not by a lot, but looking closely the other hyena's maleness was just a bit greater than his in terms of both length and thickness.

"Oh whatever..." Banzai muttered aloud. "Come on, Ed."

They returned to the main chamber where Shenzi had called all of the others. Many of the clan members had been changed already and they were mounted atop other hyenas, spreading the essence of Mzima further and further. Shenzi was on top of Janja, the smaller male howling out as he came just before being pumped full of a hot load that made him change right after.

Banzai and Ed threw themselves into the fray; for the rest of the day and well into the night the entire hyena clan was alive with sex. Even after changing each other they continued to suck and rut each other, exploring their bodies and getting a taste for each other's thick seed. The smell of musk was so thick in the main chamber, spreading out to the others.

As the sun came up, Shenzi raised his voice, getting the clan's collective attention. This was the moment each of them were waiting for.

"We're gonna storm the Pride Lands and run right over them," he spied all of their throbbing lengths, knowing that they were all hoping for something a bit more. "And of course, it wouldn't be any fun without getting a bit of...revenge." The tone in his voice made it obvious and the clan was all but pacing in place to go racing over the border. And when Shenzi gave the order, they all stampeded past him, kicking up dust as their longer and thicker legs took them much further in a shorter amount of time.

He simply walked behind them, knowing that when he would get there, the Pride Landers would be in a complete and total mess...