Simba's Lesson

Story by tlkwriterguy on SoFurry

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I do not own any of these characters, Walt Disney does, and this is an ADULT RATED STORY. It is based on the Lion King and happens shortly after TLK1 when Simba takes over the Pridelands. This story contains M/F, M/F/F, F/F, incest, anal, oral, and vaginal sex.

Simba's Lesson:

"OWE" Nala cried out into the night as Simba jammed his penis into her at a wrong angle, "Simba that hurt!"

"I'm sorry" Simba replied quickly dismounting from Nala, "I am really really sorry Nala. Are you okay?"

"Yeah I will be fine," Nala sighed. She couldn't understand how someone who was so kind hearted and such a good king could turn out to be such a horrible lover. This was the seventh time that Simba had ended up hurting her during intercourse since the defeat of Scar a fortnight ago. Even without suffering damage the sessions have not been that great. So far Simba has only been able to bring Nala to orgasm once leaving for a pretty pathetic honeymoon.

"I didn't mean to hurt you...again. I just..I don't know." Simba said after Nala laid there quietly for a minute with no response. Nala gave him a loving smile and stared into his eyes. No matter how much he accidentally hurt her or how bad of a sex partner he was she would still love him and they would always be the best of friends.

"Its O.K., really, but I think we should call it quits for tonight."

"Alright" was all Simba could think of to reply as he settled down next to her to sleep trying to get his throbbing meat off his mind.

The next day as Simba was out patrolling Nala was gossiping with some of the lionesses, which included her mother Sarafina, about this and that. Eventually one of the lioness brought up a question Nala was hoping to avoid for as long as possible.

"Well my queen, when will our new handsome king be taking on some of his other 'kingly duties' other than walking the borders?" The lioness asked with a wicked grin painted on her face. Nala had been dreading this moment that she knew would eventually come. The king is required to mate with the females of the pride and as queen she was responsible for making sure their urges were satisfied. She was not dreading about sharing Simba with others as this was the lion way, but was dreading the dissatisfied effect Simba's horrible love making would have and not to mention poor Simba's reputation.

"Well, I'm not sure when. I mean, me and Simba have hardly talked about the matter and I am not sure I want to be giving him up yet. This could be the only time I get to have him to myself and besides it has only been two weeks since Simba became king, give him some time." Nala was not completely making up excuses as she did enjoy the quality time she had with the one she loved, but defiantly not because of the great sex.

"OH, I see. You just don't want to share something good with anyone else huh?" One lioness teased getting a response of some giggling among the lioness, except for Nala.

"Come on you don't think I would be that selfish do you?" Nala replied once the group got quiet.

"That depends on how good he is." The same lioness shot back getting some more giggles.

At this Nala rolled her eyes and stood up to leave giving an excuse she was going for a drink at the waterhole. As Nala walked away Sarafina stared after her daughter. Something was not totally right with Nala and as a mother she could sense it. She had noticed how Nala had not found the jokes funny and she seemed down and almost worried. Not to mention Nala did not seem to be beeming with joy like when Sarabi was got first married or even Zira for that matter. With that last thought she went after her daughter saying she would go with her to the waterhole.

"NALA WAIT UP." Sarafina shouted to Nala as she caught up, "I wanted to ask you something that would be between just the two of us."

"Yeah sure mom what is it?"

"I want you to tell me what's wrong. For someone with a strong handsome lion at your side and not too long ago got her pride out of a bad situation you sure don't seem as happy as you should be."

"What do y..."

"Don't give me an dumb act. That never worked when you were a cub and it won't work now. Just tell me what is bothering you."

"Well I have a problem with Simba." Nala said after a pause.

"You two are having fights already?"

"NO! I am mean there is a problem with....the way...with the way....with our love making"

Caught a bit off guard Sarafina and was not ready with a instant response for this kind of question.

"What exactly do you mean by a problem with your two love making?"

"Well," a bit embarrassed Nala replied, "he ends up hurting me sometimes."

"That explains that cry of pain I heard last night, but accidents happen there is nothing be worried over"

"These accidents seem to happen a little too often and it is not just that, but our love making seems to be...lacking and I am worried about when he will start mating with the other lionesses. The lionesses think he..."

Finally getting a full understanding of Nala's problem Sarafina stops her as she takes some time to think about it. With a sly grin Sarafina says, "Alright I got a solution. I was planning on mating with Simba myself someday so maybe now would be a good time and I could teach him some tricks of the trade to improve his performance."

Nala could hardly believe her mother suggested this. Mainly for the fact this was the first time since she got "The Talk" that she heard her more even refer to mating directly to her.

"I guess that would be a good idea mom"

"That would be an excellent idea." Both Nala and Sarafina turned there heads to the side to see Sarabi sitting just out of view listening to their conversation that she picked up on as she passed by.

"How long have you been there Sarabi?" Sarafina quickly asked.

"Since Nala mentioned she has a problem with my son."

"Well...I...I didn't mean to.." Nala stuttered unsure of what to say.

"No need to apologize you have every right to be upset some. Before Simba got exiled I never had the chance to explain mating beyond the most basic facts and I can image growing up with two outcast bachelors has not made him into the greatest mater in the Savannah." Nala had a hard time hearing this from Sarabi as well, she was like a second mother to her and only heard this stuff from her or her mother was when they would gossip with other lionesses when they thought she was not around.

"Well I am glad you agree with my resolution Sarabi." Sarafina cut in.

"I don't completely agree with it, but it is a good idea to go off with."

"What do you mean?"

"I'm not sure you would make that good of a teacher, especially with some of your more insistent mating habit that could be too much for a learner."

"So what do you suggest."

"Maybe I should give you a paw and add my two pieces of meat." Sarabi said with a smile.

"Now that doesn't sound too bad at all. Would seem like old time with Mufasa." Both Sarabi and Sarafina giggle at this, "What do you think Nala?"

Up until now Nala remained silent. Slowly pondering what was being said between her mother and Simba's mother. The idea seemed sound. Sarabi and Sarafina would be two of the more experienced lionesses when is came to sex and Simba could definitely use some of that. Although the idea of Simba mating with his own mother, as well as her own, seemed awkward. However, the king is suppose to take care of the whole pride and blood relations were included. After all her and Simba were half brother and sister, which was a fact that just wasn't at the forefront of everyone's mind.

"If you two really want to that could help him. Just don't go yapping about this alright "

"Of course not, we want to help him not humiliate him." Sarafina reassured her daughter.

"Just so we have an idea could you give us an example of how bad he is Nala?" Sarabi inquired.

"Ummm...well of all times we mated he only gave me an orgasm once."

"Hmmm and you two been mating almost every night huh?" Nala shakes her head yes in reply.

"Then we got our work cut out for us don't we Sarabi?"

How he let himself get talked into this he still was not sure. Simba knew one day he might have to help his mother with her needs, but he was not looking forward to it. Now he was about to be "tutored" about sex by her and not only her, but his mother-in-law as well. If this would make Nala happy though and help him get better at intercourse than he would go through it, but he still wasn't sure how Nala convinced him of that.

Simba sat waiting in a cave out away from Pride Rock for his two teachers to show up. After a bit two figure slowly appeared at the entrance and then sauntered in. Simba was quite tense look unsure of how to even address the lionesses. This did not go unnoticed by either Sarabi or Sarafina.

"Hello your majesty." Sarafina said as they neared him.

"Uhh hey." He babbled out and looked at the two lionesses. Sarafina just smiling at him while Sarabi said nothing and started to walk around him with a grin on her face. Both were very pretty lioness and any lion would consider themselves lucky to get to mate with either of them. Simba knew this all to well, but he just couldn't shake the awkward tension he felt about the situation.

There was some moments of silence as Sarabi continued to walk around her new lover and examine him. He looked so much like Mufasa and she would of thought on this more, but she was eager to start. It would be easier to get things going with the least conversation. She didn't need the tension to get any greater than it already was.

"Why don't you lay down on your stomach for now Simba." Sarabi finally spoke after completing her circle, "Me and Sarafina could give you a message to get you to relax."

"O.K." was all he said as he lay down with his head on his paws.

Both lioness came up to him and went on separate sides each. Sarabi began at his mane gently running her paw through it with he slaws slightly out scratching him lightly. She ran her paw from the top of his head to his shoulder and back again and then repeats the movement with both paws. Sarafina started with rubbing his mid back. Slowly squeezing the muscles with her paws up and down his spine bringing blood to them as they relaxed. After a few minute Sarabi began to start messaging his shoulders and forelegs while Sarafina moved to his lower back. At this point Simba was purring happily and was getting a bit sleepy not caring what was happening.

This is when Sarafina began messaging his rear end and back legs still continuing squeezing and rubbing his muscles. There was no response from Simba and she let her eyes wander to look at what was under his tail. There she saw his two furry orbs between his legs and let naughty thoughts go through her head as she planned. A few minutes passed and Sarafina was getting excited. She then looked at Sarabi to notice her staring at her with a grin on. Sarafina grinned back that spoke an unsaid agreement as Sarabi continued her message, but began to nuzzle the back and sides of simbas head.

Simba just purred and lightly returned the nuzzles when he felt Sarafina's paw began rubbing the base of his tail. Less than a minute later he felt her paw cup his nut sack and very gently begin to fondle them. With this Simba's eyes shot open and he tensed up about ready to move when he felt his mother's wight on him.

"Just relax and enjoy this." Sarabi said as he continued to message his shoulds, but now she began to slowly start licking him behind the ears.

Sarafina now began lightly squeezing Simba's balls while admiring them. She then bent her head down and began to slowly lap at them. Releasing the two treasures from her paw she continued to slowly lick them. Simba had recovered from the initial shock and was once again enjoying himself. He felt his lionhood slowly start to come out of his sheath as Sarafinas moist tong ran across his sensivite nuts. His penis was growing firm and was pressed hard between his stomach and the rock. Sarafina continued to lick at his orbs as Sarabi stopped licking her son's head and moved to watched what Sarafina was doing. At this point Sarafina herself was getting pretty aroused and as Sarabi watch so did she.

"O.K. time to turn over." Sarabi said after a few more minutes.

Sarafina then stopped with on last long lick and got up beside Sarabi on Simba's right and both pushed him over onto his side. The lionesses kept pushing and Simba finally rolled over onto his back. He was a bit embarrassed about his aroused state and instinctively brought his tail up between his legs to cover it. That was quickly removed as Sarafina in one quick motion grabbed his tail and pinned it to the ground and parted his back legs. There before the two lionesses proudly stood Simba's 9 inch and think pink piece of lion meat. It was smooth except for some veins bulging and the little barbs along the side of it. His penis had no head but instead look like a rod that was thinker at one end. Both of them took the time to stare and admire it. Simba defiantly was not a bad lover do to his equipment they thought.

Sarafina started to lean down to give his meat a tong bath when Sarabi stopped her and asked, "Simba have you and Nala ever tried oral sex yet?"

Simba took a few seconds to consider what she meant and replied, "Well no we haven't. That never even crossed my mind."

Sarabi just gave him a big smile, "Then we are about to show you how a lioness will please her lover."

With that Sarabi laid down and gave Simba's tip a lick. He immediately shot some pre with giving out a moan. Simba was already excite from everything so far, but watching his own mother lick him there in that way got his loins jumping. Sarabi just licked up his pre and started to lovingly lick the top of his cock. Sarafina joined in at his base and sheath giving him wet lion kisses all up and down his member. Simba was moaning and groaning like mad at this point. This felt great and unlike anything he had felt before. From her son's noises and the was his cock twitch every time she lick the head she knew he would not be able to last long. She decided getting him to cum once real fast would make for better mating later so e wouldn't shoot his load too prematurely.

With that thought Sarabi increase her licking by flicking her tong out along the sides of his dick. Sarafina increased her speed as well, but began pressing firmer with her tong onto Simba's flesh. Simba gave out a long groan when Sarabi stopped her licking and drove his penis deep into her mouth to the back of her throat forcing Sarafina to move down to Simba's balls. Sarabi applied suction as she attack the organ in her mouth with her tong, rubbing it up and down his length and across the tip. Occasionally she would swirl her tong around Simba's penis. Sarafina decided to try something and took Simba's balls into her mouth not too long after Sarabi took his cock into hers. No more than 40 seconds of feeling those two mouth on his genitals Simba gave a load roar while arching his back and tensing his groin area. Sarabi tasted Simba's jism before she even heard his roar and allowed and good amount to land in the center of her mouth while she kept sucking. After she felt she had enough she forced her head down farther allowing Simba to shoot his seed down her throat as she tasted the white cream in her mouth along with his cock.

When he was done Sarabi pulled her head off his lionhood licking her lips. Sarafina then took the tip of Simba's sensitive member and suck on it drawing out the last of his cum for he to taste. As Simba rested there with a satisfied expression Sarabi spoke.

"You taste very good Simba, but your gonna have to learn to last longer and build up some stamina if your gonna be taking care of the entire pride." As she said this she was stroking Simba's softening cock with her paw.

"Since he doesn't look ready for another round himself I think now would be a good time to teach him how to do oral on a lioness." Sarafina suggested.

"That's a good idea why don't you go first." Sarabi answered still stroking Simba's maleness with a paw. Slowly going up in down trying to reawaken it.

"I was intending to."

Sarafina then walk up to Simba's front and put her paw on his chest as he was trying to get up.

"Just lay there and listen to my instructions." Sarafina commanded.

"Well I am pretty sure I know what to do." Simba replies.

"Then show me." Sarafina then walk over Simba's head until his head was between her hind legs and he had a clear shot at her opening and the puckered anus beyond. Her slit was puffy with arousal and slightly damp around the opening with her small puckered looking whole above it. Nala's vagina look very similar and he was curious how Sarafina would taste being that the smell coming from it was charming his nose and going straight to his brain.

Sarafina then squatted facing away from Sarabi who was still at work with Simba reviving penis. Simba put hit nose up to Sarafina's vulva till his nose pad touched it sending a shiver through her nerves. After taking a small inhalation he extended his toung and took his first lick right up the middle collecting her juices it went. Simba savored this taste for a brief moment before continuing, once again taking a slow lick across her pussy. Simba repeat this process a little faster over and over again, licking his toung over the outside of her pussy parting her lips, but never entering. Sarafina was finding his toung stroking nice, but she felt that every time she bathed herself and she wanted more. Sarafina began grinding her crotch into Simba's muzzle hoping he would get the idea, but only succeeded in pinning his head to the floor, which made it hard for Simba to concentrate on his tounging.

Sarabi had a perfect view of her friend's rear and Simba licking her cunt. She noticed Sarafina's grinding motions and knew what she wanted. So, before Sarafina could say anything Sarabi stopped masturbating Simba's cock and moved up to where the two were joined.

"Here Simba let me show you how to lick a lioness. Now watch closely." Sarabi said as she took one of her paws and hooked it around Sarafina's hip and pushed her rear up off Simba halting his licking. Bending her head down Sarabi then took over licking Sarafina at first starting out like Simba. Quickly though she drove her toung in as far as she could and started rubbing Sarafina's pussy walls. Sarafina immediately let out a loud moan and Simba stared in disbelief as his mother performed oral sex on Sarafina, better then he could. It had been a while since she and Sarafina, or any other lioness for that matter, had played around to ease their urges, but she still enjoyed it and knew the best things to do. Sareabi kept moving her toung in and out of Sarafina's slit pushing hard against her walls and occasionally licking low to hit her clit as she drove back in causing Sarafina to purr with pleasure. After about a minute Sarabi stopped and then tilted her head some and planted a firm rough lick right over Sarafina's tailhole causing her to gasp in surprise. Sarabi planted another lick there after another, each time pressing firm into the tender flesh. Simba observed this action with both curiosity and repulsion going through his mind, but the fact Sarabi kept on pushing her toung up against the tightly squeezed flesh along with Sarafinas purring showed the act could not be that bad. Sarabi continued to paint Sarafina's tailhole with her toung for a half minute before returning to the treasure below. This time she engulfed the mound of flesh sticking her toung in a few times before focusing on sucking her clit. As Sarabi sucked on the little nub Sarafina started to emit low long moans at feeling the most sensitive part of her body being gentling squeezed and pulled on from Sarabi's muzzle. Sarabi was so caught up in what she was doing that she almost forgot why she was doing it in the first place.

"Your turn now Simba." Was all Sarabi said as she pulled off despite how much she was liking it and Sarafina's grunt of protest. Moving back some, after pushing Sarafina's rump back down to Simba, Sarabi once again began pawing him off while watching on. Again Simba lapped at Sarafina's opening, but this time trying to mimic what Sarabi did. Taking a few quick licks across her cunt lips before he dove in. Rubbing his large tongue against her walls, stretching her open, while pushing as far in as he could. Sarafina moaned out "Oooohhhhhh, that is much better." Sarabi looking on had to agree.

Continuing to lick deep inside Sarafina Simba took his front paws and placed them inside her thighs right by her mound and slightly pushed. This caused Sarafina to spread her legs (and vagina) and lower some giving Simba more access to her entrance. Flicking his tongue in and out now Simba started to increase his speed. After two minutes Simba stopped and placed his muzzle at the top of her pussy right on her clit. Here he took the small nub into his lips with suction and flicked at it with the tip of his tongue. Being a little inexperienced, however, he accidentally rubbed his sharp teeth over the sensitive skin. With all the glorious tongue action Sarafna was receiving the pain from Simba's mishap only served to send her over her edge and into an orgasm with a half moan and half roar. Simba immediately felt juices start to soak his lower chin and brought his mouth down to lick at the fluid that began to leak from Sarafina's vulva. The taste was different from before, and he liked it, and began to push his tongue back into her feeling how much tighter she was due to her muscle contractions. At this point he realized she was cumming and continues to lick up the juices until he could only taste his own saliva.

Purring Sarafina moved away from over Simba's head then turned around and nuzzled him. Sarabi had stopped her gentle message at this point, as Simba's lionhood was very erect again. She had a proud smile on her face after observing how well Simba performed, but now it was time to move on to the next lesson. Standing up Sarabi nuzzles Simba's genitals giving them a quick full lick afterwards to get his attention.

With both Simba and Sarafina staring at her she says, "Well I think its time we get to the next phase." Then she walk a yard away and with her rear facing Simba's she lays down on her back prompted up slightly against a rock along the side of the cave wall. Spreading her hind legs apart she gives her son a clear view of her wet puffy cunt and shoots him a seductive look. "Come mount me son" is all she says as she takes her right paw and spreads her vaginal lips with her middle claw delicately.

Simba stares dumbstruck at his mother, not quiet believing he was gonna screw is own mom. It takes a shove from Sarafina to get him on his paws and heading over to where Sarabi lay. He approaches Sarabi slowly and comes up between her legs placing his face only inches from her hot opening. He looks to his mother's face to she her smiling and then back to her pussy taking a whiff of her scent. The position she is in, her scent, the previous activities, and the thought of pounding into the lioness before him has Simba at an aroused level he has never been before. No longer thinking about the situation Simba moves over Sarabi till he is staring straight down into her face and his large member is hanging above her mound. Crouching his rear end Simba attempt to penetrate the lioness, but never mating in this position with his general lack of skill he find the task more difficult than he thought it would be. His first thrust sends his shaft sliding up between her lips missing, but sending some pleasure through the both of them. The second thrust he jabs into her thigh causing him to jolt with a flash of pain from his crotch.

"Sarafina why don't you give Simba a hand," Sarabi says after feeling her son's miss jab and the expression of pain on his face. "and maybe some other instruction as well," she adds after remember Nala's confession of being hurt by him. Sarafina had been watching with an amused smile and at Sarabi's request she moved up behind Simba so his back is pressed against he stomach.

Whispering in his ear, "crouch you whole body down some, not just your rear." At that she put her weight on him to get him to lower down some till he is about six inches over Sarabi and then pushes his rear down more.

"There we go now let me help you find your target," moves back a little and reaching around Simba she grabs his penis in her paw.

"Now go slow when you first enter and try to get a rhythm going," Sarafina states as she guides Simba to the place he came into the world from.

Simba's cock touches Sarabi's outer lips and Sarafina slowly start to put it into the opening. Once about an inch in she steps back off Simba letting him go to watch the action from the sidelines. Taking the advice given him Simba begins to push slowly into the moist, warm, and tight hole. Closing his eyes he concentrates on the feeling of his mom's slick walls and grabbing muscles as he sinks half his cock in. Sarabi purrs feeling herself open, it had been so long and her son was pretty big. She can feel his barbs scrapping her walls as he goes in deeper. Finally Simba hilts himself with his balls pressed up against Sarabi's crotch. After a short pause to enjoy the sensations of Sarabi's pussy walls squeezing him he opens his eyes again to see the happy expression on her face. With a returning smile Simba starts to slowly withdraw and about halfway out he pushes back in. Both lions give a small moan feeling the friction and the lion does the action again. Again and again he does this at a slow speed, most the time only drawing half of his shaft out before thrusting back in to hilt himself in pleasurable orifice.

"Ooooohhh, Simba go faster," Sarabi says as she starts to build her pleasure. Simba does just that and starts to steadily pick up his pace of sliding his lionhood in and out of her muff. The juices from both of them helping lubricate the motion as Simba starts to really get into it as his mother's muscles tighten some around him.

"Oh yeeeeaahhh that's feels sooo good mom," Simba calls out as Sarabi does small thrusts back him causing him to hilt with each thrust and squeezes her muscles each time he does. Starting to really pound away at Sarabi Simba's thrusts start becoming erratic and a little too eager. Sarabi starts having a hard time matching her thrusts to his and notices the forces of his humping. Not wanting to stop, but wanting to prevent an accident Sarabi takes her hind legs and pushes them against Simba's grion very quickly halting their lovemaking. With only about a third of his penis buried and a confused expression on his face he looks at his mother who has a serious look on her face, but with a small loving smile.

Clearing her throat a little Sarabi says, "I see what Nala was talking about."

"I didn't hurt you did I?" Simba ask back.

"No no, I am fine its just that something could have happened at the rate you were going. You have to try to keep some control. If you just thrust as insistently as you can your not going to give much pleasure to your partner and could end up hurting them. You can go fast, but try to keep a steady and straight thrust into the lioness canal. OK?" Simba shakes his head yes in reply,

"Alright, now lets start again," Sarabi says while she withdraws her hind legs and spread them once again ready for more. Simba pushes fully back in, happy to be completely in the warm muff again, but determined to not mess up again. Slowly picking up his pace again the two lions go at it with moans coming from both of them.

Sarafina had been watching the two from the side the whole time and was staring intently at where the two were connected. She was getting very turned on watching Simba's red flesh disappear into the furry mound only to reappear and than disappear again. She thought about taking care of the problem herself, but decided not to and wait till she had a chance with Simba.

"YES, oh yes Simba don't stop that is just right," Sarabi yelled as Simba pounded her and her orgasm neared. Simba could not seem to get enough as he drove himself into his mother again and again feeling her wonderful warmth and snugness. He was loving being inside her as he speared into the hot opening of flesh and muscles between her legs that went deep into her body. The friction caused by his penis rubbing against her walls and the timely tensing of crotch muscles was sending him into his second orgasm. Looking into Sarabi's eyes as he began thrust as fast as he could, but remembering to keep thrusting at the right angle, Simba bend his head down and gave her a passionate kiss.

Sarabi accepted and return the kiss with their tongues dueling at each other in their mouths. This new sensation along with the increase in Simba's speed of driving his dick in-between her lips to the depths of her vagina sent Sarabi into her orgasm. With fluids rushing to meet Simba's cock and all her muscles tightening Sarabi broke her kiss with her son and let out a loud roar. Feeling her pussy clamp down on him Simba gave three more hard thrust into the tightness before tensing up and releasing his seed into Sarabi's womb. About four seconds after Sarabi started her roar Simba gave his own while splashing his cum into her body. She felt his cum fill her and shot spurt after spurt into her. As her orgasm was coming down Simba stopped shooting his sperm and began to come down himself. Weak in the legs Simba collapsed and laid down on his mother with a "hmpf."

There the two lay belly to belly still connected looking into each others eyes. Sarabi enjoyed the feeling of Simba's warm sperm and softening cock inside her and blissfully concentrated on the warm sticky stuff in her hole. Reaching up with a paw she wrapped it around Simba's head and pulled him in nuzzling him on the cheek and then giving him a drawn out lick on his right cheek as a thank you. Simba purred at this and almost felt like a cub again in her arms, except that he had just shot a load of seaman into her and was now enjoying the temporary home for his penis.

The two lay there with some time and Sarafina sat watching patently and admiring the lovely scene. After some time Sarabi began to start flexing and relaxing her crotch muscle to message Simba's soft, but still fairly large and thick member. She passively continued doing this for five minutes until she felt he began hardening up again. Simba was enjoying his mothers squeezing and was giving thoughts about going again when she put all four of her paws on him and began t push him off. Simba quickly got the idea and got up off her withdrawing his dick from her messy pussy complete to both of their regret.

Sarafina saw they began to separate and had been forming an idea on what to do next. As Simba began backing off Sarafina walked up to Sarabi and whispered in her before she could get up. Simba look at the two curiously, wondering and trying to hear what Sarafina was saying.

With a smile on both their face Sarabi asked, "You sure Sarafina you want to do that?"

"Yeah, beside we are suppose to teach him, might as well teach him everything." Sarafina replied with a wink. "Alright, you take care of him and I'll prepare you."

With a seductive walk Sarafina saunters over to where Simba is sitting and rubs against him making a full contact circle around his body. As her tail tuff brushes under his chin he can smell her want and before he gets too much time to think of this he feels his lionhood engulfed as near the end of her circle Sarafina front end goes down between his front legs o his groin. Simba's meat was already partly hard and she had to trouble taking it all into her maw, applying tongue and suction as she tasted the remains from his previous session. Simba gave a moan at this and spread his legs a little to allow more access while Sarafina maneuvered the rest of her body around Simba and brought her rear end around to end up facing away from him. Sarafina was concentrating on getting Simba rock hard again when she almost forgot what Sarabi was suppose to do. Giving a small gasp as Sarabi put her muzzle under her friend's tail and began giving some very wet licking.

Simba saw his mother move up behind Sarafina and begin licking under her tail. While feeling Sarafina's rough tongue scrap along the length of his penis inside her mouth a fast thought went through his mind that Sarabi was licking a little high. After about a minute of this Simba was very much ready again and Sarafina moved her head off his cock. Sarabi also stopped her licking as Sarafna got up and tunred around with her tail down. Taking three steps forward she crotched and looked back at Simba with a smile, but before lifting her tail she said.

"Now I doubt you ever experienced this before, but this is something a lioness can enjoy immensely if done good." Lifting her tail she continued to speak, "This is also something you want to make sure your partner has taken time to prepare for which me and Sarabi did earlier this day or it can be very messy." As her tail came straight up and arced over her back giving Simba a perfect view of her wet vagina and tailhole she said, "Now I want you to mount me and take me in my tailhole."

Not really too surprised after everything else that had happened tonight Simba walked over to her passing his mother who sat smiling at him. Simba got over Sarafina and began lowering himself onto her. He felt around gently with his member trying to find her hole and had found he mound once, but continued searching. Finally he felt the tip of his dick press against her puckered anus which was slick from Sarabi's licking.

At that moment Sarabi said, "You should bite onto her nap before you start to ease the initial discomfort, also a good idea to do that when taking a lionesses virginity."

Grabbing onto the nap of her neck with his teeth and taking a short pause Simba started to push hard against the tight opening and after some effort felt it begin to open. Sarafina lay there completely still and quite not wanting to discourage Simba from continuing even though she began to feel the burning of having her ass opened and it had not been violated in a long time. As Simba continues to push his penis in he could not believe how tight she was yet how soft she felt. He had about a third of his penis in and already began to moan at the feeling of her sphincter clenching him, he knew this would be very enjoyable. Sarafina began moaning herself when he was past half way in, but not so much from pleasure than from discomfort, his penis was defiantly large for that hole. Before she knew it though she felt Simba's sac brush up against her muff indicating he had hilted himself. Giving her some time before he started his first thrust which he took painfully slow not wanting to hurt her. Feeling Simba so deep inside her ass, although still a little painful, was beginning to have an effect on Sarafina especially once she felt him start to withdraw. The pull on Simba's cock as he was pulling out was great and caused him to moan again as he continued. Her flesh rubbing along his rock firmly as he retreated.

By the time Simba's tip was almost out Sarafina was feeling much better and, always had been one for loving anal sex, she decided she wanted things to progress a little faster. Whispering lowly she said, "ram it back in." Hearing her he grabbed her hips and with a mighty thrust rehilted his cock in her ass causing his balls to slap up against her vulva. Sarafina gave out a scream of pain that worried Simba, but she quickly reassured him it was O.K. and to continue at a slow pace. Which Simba gladly did still in awe over the tightness and after about a minute his slow full thrusts started to increase in speed, but keep their depth.

As Simba began to work her tailhole Sarafina was really liking the sensation and the feel of his ball sac slapping against her wet pussy which did all the more to enhance the feeling. Eventually the pain was gone and she only felt pleasure from Simba's barbs running along her walls, from his cock continuously stretching her sphincter, from his length burrowing far into her body, and the heat from the blood engorged organ. Sarafina let out a loud passion filled moan which let Simba know she was now finally enjoying this. Letting go of her nap the mating began to pick up pace again as he drove himself home time after time as her powerful ass muscles clenched.

"Oh yes, yes, oh," Sarafina began mumbling as she really got into this. Feeling once again Simba's balls slap her pussy as his cock simitaniously pierced far into her anal opening, she called out, "Rub my cunt Simba, rub me with your paw."

Trying to comply Simba brought his front right paw back under Sarafina's body to find her muff between her legs. However, this caused him to arch his back and support more weight on Sarafina which prevented him from fully thrusting into her asshole. Changing thrusts instead Simba began shorter faster thrusting as his balls swayed more to barely tap Sarafina's vulva where his paw was busy rubbing firmly into the bottom portion of the slit where her clit was. Moaning again Sarafina began to buck back at Simba as his thrusting pickup allowing more of his cock to enter her.

The feel of a cock poking into her tailhole and the stimulation on her cunt was working magic on Sarafina. She began moaning wildly as she more actively clenched her anal muscles and reared her rear end up some causing Simba to stand up a little. Simba bucked and pounded Sarafina's hindquarters as her new position, rear end raised slightly with front end down, gave him slightly better angling and he was able to drive his dick into her tight flesh more. Simba had been trying hard to cum from the start, but after another minute of humping the warm loving tailhole of the lioness Simba could no longer hold back and his maleness exploded inside her ass as he drove it all the way in to the hilt one last time. "AHHHH I am cumming," he yelled out as he began dumping his load.

Sarafina came immediately on feeling the heat from Simba's cum coat the insides of her intestines. Her vagina was spraying out juices onto Simba's paw that was still rubbing over her pussy. Simba felt Sarafina's anus tighten as she orgasmed milky him for all the seed could give. After a few moment Simba and Sarafina stopped shooting their orgasm juices and came down from their highs. Sarafina was now laying on the floor with Simba still over her and inside her. As he softened Simba pulled his lanky member from her rectum with a groan from Sarafina and some of his seed coming out in the process. Simba back up a few steps and then lay down on his side, pretty tired after that and Sarafina just lay on the ground with her anus slowly closing back shut after the reaming.

Sarabi had watched the action with great interest and decided to help clean them up some. Going to Simba first she nuzzled him telling him that he did a great job and began to clean his sticky right paw. Then she went down his body and slowly started cleaning his sheath, retreating cock, and tharea around it. After he was taken care of she then moved on to her friend who had not budged. Smiling at her she nuzzled her as well and went down to her rear and began licking her tailhole that had almost closed up again. Sticking a little tongue inside she got a good taste of Simba's seed and then went down a little and began cleaning the juices that covered Sarafina's muff. Painting her friend's genitals with her tongue she savored the taste and allowed her tongue to probe inward a little to get a bit more. Thoroughly liking the attention of her friend Sarafina began to recover getting a bit turned on as Sarabi probed a little.

Sarabi soon finished her cleaning and as soon as she did Sarafina said, "Seems you could use some cleaning yourself Sarabi." Referring to Sarabi's pussy that was a dried mess from her intercourse with Simba.

"Guess your right," Sarabi said as she noticed her condition herself "care to take of it for me?"

"Sure just move on over here I am still a little tired." Sarafina replied.

Sarabi brought her butt around over Sarafina's face and lowered it for her, she was still facing the direction of Sarafina's hind end. Sarafina took her tongue and lick up Sarabi's slit firmly to get the dried juices out of her fur. After getting her mound clean she probed into her lips some to thoroughly clean her and purposely went over her clit several times. Each time causing Sarabi to jump some and like Sarabi did to her Sarafina probed her tongue in a little where she tasted both Simba and her. Instead of a little probing though, to Sarabi's surprised, she entirely jammed her tongue into her after a few licks. Sarabi now knew Sarafina never intended on just simple cleaning and began to spasm with pleasure as Sarafina's tongue flick around inside her, pushing her rough tongue along her walls. Sarabi had been very turned on by the show she had seen and the probing from Sarafina was quickly sending her into sexual bliss.

Looking down some as she moaned Sarabi's saw Sarafna's own opening and not wanted to be greedy bent her neck down to lick at her hole. After a bit of rearranging the two where in a 69 position happily licking at each other's vaginas. Sarafina was almost viciously sucking and licking Sarabi's muff as she licked Sarabi's clit and dip her tongue into her. Sarabi was making less aggressive oral care to Sarafina's crotch, sticking her tongue into her and flicking it back and forth while she used her paws to spread her friend's hind legs and open her pussy more. Sarabi would remove her tongue then use her paw to grind into Sarafina's blood filled mound and even stick a paw finger in and scratch around inside her with a claw before returning her tongue. Sarafina was now licking more at Sarabi's clit than screwing her with her tongue and would occasionally make a long lick from Sarabi's clit, up he slit, through her fur, to her anus where she give it some attention before going back. After a bit Sarafina went to sucking on Sarabi's clitoris while she took her left paw to rub against he clutched sphinecter in a circular motion. Sarabi, while continue to face fuck Sarafina, moaned and shook with an orgasm from all of Sarafina's effort. Her pussy spasming and flooding with juices. Like a pro, though, Sarabi continued with her task with only taking a quick breather. Sarafina on the other end was licking up Sarabi's juices and frequently sending her tongue in to get some more. Sarafina kept on licking after Sarabi had died down from her orgasm not wanting to stop just yet. Sarafina by this time was once again getting worked up herself as Sarabi continued to service her.

Sarafina had her orgasm with her vaginal muscles working had to expel her female juices and clamp at a non-extent cock. Sarabi was not able to lick them up as they came, however, as at the moment she was yelling, "AAHH...Simba what ar...ah..oh" as a hard dick plowed into ass.

Simba had been idly watching the two from where he laid and seeing the lesbian act had gotten him going. An interesting idea had popped into his head when he saw how Sarafina's stimulation on his mother's tailhole effected her. After a little more resting he had gotten up and walked over to them completely unnoticed. After getting behind his mom not too long after her orgasm he mounted her and shoved 2/3 his penis into her ass in one swift motion. Sarafina had seen simba's cock press up against and then push into the small puckered hole and the sight had set her own orgasm off.

Simba had quickly entered her but gave his mom some time to adjust to his intrusion as he grab her nap to hold her still. Sarabi after her initial outcry relaxed some and moaned lightly feeling her other hole open by her son forcefully. Although Simba was giving Sarabi a break Sarafina was not, as soon as she calmed down enough from her orgasm she went at Sarabis pussy with renewed vigor at seeing the hole above stuff with lion meat. Her tongue enter Sarabi and she could feel Simba's penis on the other side of the membrane which made Sarabi's pussy more confined. At feeling Sarafina's tongue, which he didn't think he would be able to, Simba began to slowly start thrusting into Sarabi at a pretty rapid pace, forgetting to take it slow. The clutching Simba felt on his penis along with the movement he felt in her pussy from his mom was even better than what he felt from Sarafina's ass. Pushing into the hole the thick anal muscles pushed at Simba's penis making him have to use quiet a bit of force on his inward thrusts.

For the first time in Sarabi's life she was being double penetrated and rough at first she was becoming very turned on. The feel of her son's dick sawing in and out of her tailhole and her life long friend feasting on her muff at the same time was undesirable new height for her. Looking down at Sarafina's crotch again she saw the mess that her orgasm had made and once again returned to licking her. Simba moaned in pleasure as he continued to ram Sarabi's backend, but was not able to hilt being that Sarafina's face was still on her pussy. The friction and touch from such a tight hole was completely clouding his mind with pleasure. Sarafina once again felt Sarabi's tongue and she continued to flick her tongue into her friend's opening feeling the steady motion in the other hole.

At this point Sarabi clamped he maw over the outside of Sarafina's mound and jammed her tongue into her while slightly clamping down as she had another orgasm that was brought on so soon by the stimulation she was receiving. Both Simba and Sarafina felt her orgasm as she tensed up, but both continued to pleasure her as they built up their own. Simba having been able to hold his cum in being that he had already came so many times felt the increase tightness and responded with increased speed of his slick hard cock. Sarabi had all three of her orfices occupied now being analy fucked, pussy licked, giving head. Getting irritated from the tapping of Simba's ball sac against the top of her muzzle Sarafina pulled out of Sarabi's pussy after licking up all the juices she could. After letting a small moan out she then clamped her lips over the area where Sarabi's clit was furiously attacking it with her tongue. The action Sarafina was receiving was getting her close to another orgasm herself as Sarabi's vibration from her moaning and her tongue hitting her g-spot inside her. All three of them were licking, sucking, and thrusting trying to take and give as much pleasure as they could handle.

Before she could get any closer, however, Sarabi withdrew her muzzle from Sarafina pussy again to let a loud and continuos roar as she once again had another orgasm. Simba had triggered it when he was able to finally hilt his crotch up against Sarabi's rear end penetrating her even further. That along with Sarafina's sucking on her clit had set her off and a few more thrusts later from Simba had set Sarabi off into another orgasm. In that moment Sarabi was given another first in her life, she was having multiple orgasm. Her roar died down into a long moan as she raised her head to the ceiling, while Simba rest his head between her shoulders, and placed one of her paws Sarafina muff grinding over it hard as she continue to have an orgasm after another orgasm.

The multiple orgasms from his mother were making her anus exceptionally tight and ever inch his cock moved was an explosion of pleasure. Naturally after Sarabi's fourth or fifth orgasm he could not longer hold out against the squeezing canal's attempts to milk his penis. With a last thrust and a deep moan her buried himself into his mother and filled her last hole with his life giving seed. As Simba was cumming Sarafina was trying hard to lick up all the juices coming from Sarabi's pussy and was failing as her muzzle was starting to get soaked. So busy was Sarafina she didn't even notice her own orgasm caused by Sarabi's masturbating paw hit her until it was too late. Taking her mouth from Sarabi's mound she released her own juices from her genitals and gave a roar as she tilted her head back.

Sarabi had two more orgasm after Simba came in her ass started to calm down. Simba was leaning most his weight on her back as after his orgasm he relaxed on her riding out her other two orgasms as her rectum was still clenching his dick. After calming down Sarabi lost all strength in her legs and laid down on top of Sarafina, who was purring happily, with Simba on top of her still. There they lay with Sarabi and Sarafina still groin to face and Simba's completely soft cock still nestled inside Sarabi's tailhole. Both the lionesses where a complete mess and Sarafina especially.

After about five minutes Sarafina could no longer take the weight of the two lions and began to struggle about some as she said," Uhhh you two are heavier than you think you are."

Hearing that Simba immediately got up off his mom removing his lionhood from her and Sarabi was quick to follow. Both said they're apologizes to Sarafina who just continued to lay on her back purring. Simba didn't make it too far and collapsed back on hit side a few feet away. Smiling Sarabi walked over to her son and collapsed right on him nuzzling him as she snuggled up against his back. There the two began cleaning each other gently not wanting to start up another session. Sarafina crawled over to where the two were laying near Simba's hindquarters and all three of them clean each other up.

As they prepared to fall asleep nestled together Simba spoke out, "Thanks you two for what you've taught me tonight."

Sarafina replied, "No need to thank us you already did." With that the trio drifted off to sleep of sweat dreams.