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Simba was fast asleep, dreaming the day away as Timon and Pumbaa talked quietly nearby. They had given him a little space, setting a fair distance away hoping not to wake him. Pumbaa was preparing to head off, hoping to find more bugs while Timon was being left to babysit the sleeping cub.

"Take all the time you need buddy." Timon smiled, waving off his friend. "I got the kid covered."

"Alright! Thanks pal!" Pumbaa beamed happily, swinging around toward the tree line ahead. "I'll make sure to bring ya back a real treat!" Timon smiled back, nodding as he watched him head off into the distance with great care. As his rump cleared the tree's Timon cheered quietly to himself, turning off in a different direction.

By this time, Simba had stirred awake by the commotion caused by Pumbaa. It didn't take much to disturb his naps, as he slowly rose to his feet. Giving his fur a quick shake out, he swung around to see Timon rushing off into the forest.

"Timon?" Simba asked aloud, though his call fell short of the meerkat's ears. Licking his chops, he decided to follow the only friend in sight. Timon had made a break for a cozy little opening within the trees. The area was surrounded by thick grass, draped with vines and a few tall trees for seclusion. In the middle was a fairly large slanted rock where Timon had decided to place himself. Simba approached, treading lightly, laughing under his breath he decided to creep up on his friend.

Instead what he found threw him off completely. Timon settled in upon the rock, leaning his head back as he sighed with a great smile. From behind, he couldn't see what he was doing, but it seemed like his hand was moving along his stomach, and quite rapidly.

What is he up to? Simba thought, curious as to why he was tussling his belly so fast. He decided a better view was needed and began creeping around the area to get a better angle on Timon. As his eyes finally saw passed his leg, Simba was in shock to see his friend, eagerly stroking the length of his cock. It was baffling to him, was he trying to get something off of it? Perhaps it was sore and needed rubbing. Questions were flooding his mind, but answers we're few at best.

Mustering up some bravery, Simba revealed himself from the bushes to the exposed meerkat. Timon was shocked, releasing his cock, falling flat off the rock onto his back.

"Timon, what are you doing?!" Simba demanded, almost fearful of the answer.

"I uh, well." Timon scrambled for a reply to the young cub's question. "Um Simba, you see it's like uh, well you know I mean." He continued to clamor, but to no avail. His face melted with a frown, disappointed in his own inability to conjure up an excuse and just spouted it out. "Yeah, ok. I was strokin myself."

"Well I can see that." Simba replied, scratching his head. "But why?"

"Oy kid, I really don't know how to explain it. I'm not even sure if I should be explaining it to ya yet." Timon answered, slapping his head lightly. He picked himself up and starting pacing nervously before Simba.

"Explain what, Timon?" Simba pushed, trying to coax the answer from him. Timon covered his face with his palm and slowly wiped down. The kid's gotta find out sometime. He thought to himself, glancing back to Simba. His gaze shifted to the sheath between Simba's legs. The ideas began to bubble to the surface, a way to teach him along with getting something in return for the favor.

The thought was enticing to him, so much so he neglected the fact his hand was already back down at his own cock, working the base to get hard once again.

"See Timon, you're doing it again!" Simba cried out, noticing his massaging.

"Alright kid, I guess it's about time you and I had us a good ol fashioned talk." He announced, reclaiming his place upon the rock. Simba sat aside him, his glance shifting between Timon's face and the grasp on his member.

"What do you wanna talk about?" Simba asked hesitantly. Timon drew a long breath and began.

"See kid, when ya start to get older your whole body goes through these changes. Yer fur comes in thicker around your neck." He explained, picking at Simba's head. "Your body grows fast, and the plumbing down there kicks into high gear."

"What? Plumbing?" Simba questioned, confused by the reference.

"Yeech kid, the stick and sack you got hanging between your legs there." Timon pointed out.

"Oh." Simba replied, rising to his feet.

"See kid, you can't keep it too pent up. Ya gotta let off a little steam like I was doing or you'll go nuts." Timon carried on, hoping off the rock he swung under Simba's legs and stopped at his tail end. "I bet you got a lot going on back here lately, huh?"

"Yeah, a little." Simba confessed, looking back to his friend. Timon carefully grasped Simba's balls, stroking from the back side to the front, up along Simba's sheath to his tip. Simba cringed a little; the touch was pleasurable but strange coming from Timon's tiny hands.

"Oh yeah, check these out. You're growin up fast, Simba." Timon smiled, softly squeezing the base of Simba's sheath, smoothing his fur as he ran to the tip once more.

"Timon, what are you doing?" Simba stammered lightly.

"Relax kid, I'm making ya bring out your real equipment here." Timon assured him, trying to sooth the young cub. Giving a few more runs with his hands, he was able to coax out the first traces of Simba's pink flesh. The tip broke the seal from the peak of his sheath, the stiff penis draped in hundreds of fine spines grew longer with each squeeze from Timon.

Simba panted lightly, his legs quivering from the stimulation. He felt unsure of what was happening to him, but trusted Timon. Within Timon's mind however, the excitement was brewing. Seeing Simba's large pink cock near fully extended was spurring on his desire to educate him further.

"Ok, Timon. It's out, what's next?" Simba asked, his voice finding some calm. Timon gave a devious little smile, running his hand along Simba's thigh towards his chest as he walked up beside him.

"Next kid, you're gonna learn how to use it." He answered softly. "See, we ain't got any females around here. So if you wanna practice, we're gonna have to practice with each other, got it?"

"Ok, tell me what you want me to do." Simba agreed. Timon grinned wickedly, darting once again between Simba's legs.

"Well first off, we gotta moisten this up a little." Timon explained, wetting his lips he took in most all of Simba's flesh he could. He found his mouth hitting just shy of his sheath. The barbs were little bother as he lapped Simba's cock within his mouth, soaking it thoroughly. Simba closed his eyes as Timon had him locked in. The warmth and tingling sensations within his body were really building up.

Releasing him, Timon wiped his cheek and leapt out from his legs. He dropped to all fours, raising his tail high in the air for Simba to see.

"Now kid, ya see that little hole down here?" Timon pointed to his exposed ass.

"Yeah?" Simba acknowledged.

"Go ahead and slide it in." Timon advised, looking away from Simba and on ahead. He cautiously approached, lining himself up as best he could to Timon's body. He had to lean down a fair bit to get the positioning properly.

"Are you sure it'll fit?" Simba asked nervously, not wanting to hurt Timon.

"Give it a shot." Timon nodded, gripping the grass tight in his hands. Simba began to prod along Timon's backside, finding the exact center of Timon's ass was a challenge indeed. The saliva dripping from his cock, made the process slick and even more difficult. But at last, he caught upon the entrance and began to push.

Timon cringed as he felt the tip of Simba's cock breach his backside. He was struggling to get it in as Timon seemed to clench up, preventing further intrusion. Taking a few short breaths, he was able to relax enough to allow more of him in, his cock stretching his ass, almost prying him apart.

Simba gave a shallow stammer, the little meerkat was so tight and the sensations were so new. As he delved in deeper, he started to feel the warmth of Timon's body enclose around him. The flesh to his sheath was engulfed, but was stopped by the tightness of his little body.

"Hang on kid, hang on." Timon pleaded from beneath Simba. He spread his legs a little wider, hoping it would alleviate some of the pressure Simba was causing within. Drawing another long breath, he nodded to him. "Ok, go on." Simba was panting lightly, and happily complied with the request. Pressing in deeper, he found Timon's body a little more welcoming.

As his balls came to rest against Timon's, Simba was overwhelmed by the stimulation he was getting within Timon's body. He was being crushed near the base as every inch of his member was wrapped tight within. They took a moment, just to indulge in the experience.

"What... What now, Timon?" Simba begged between pants. His breathing was heavy as well beneath Simba, but swallowed quickly to reply to his request.

"Now, just follow my lead." Timon advised. He began to gently rock forward and back, letting just a slip of his cock escape before pressing back into his body. Simba easily followed suit, his hind claws extended he started moving in motion with Timon. Simba was so big for him, but Timon didn't care, the pleasure of feeling him so deep inside, the pressure on his body, he could do little more then embrace it.

Simba groaned and moaned as the pace of their practice quickened. He never knew that his body was capable of such pleasure. Timon's pucker was constricting him, squeezing in rhythmic spasms with each push inside. Timon closed his eyes tight, his face dragging on the ground with each push from Simba.

His instincts were beginning to take over, Simba was starting to drive in harder into Timon's body. The little, soft growls that would escape as he pounded inside his little body were overshadowing Timon's moans of pleasure. Simba's body started to tingle, his legs quivered as he pressured himself closer to the limit. A burning growing deep within that seemed to steal his breath with each intrusion. At last it had started; the first contractions from his sack, the streams of his first ejaculation were readied.

Giving a shrill cry, he slammed himself deep within. Timon clenched as he entered again fully. Simba's cock jolted inside, expelling the first streams of his fertile sperm. The jets were few, but enough to fill the slender, meerkat's body easily. Simba's tongue protruded from his mouth as the last few droplets fell from the tip of his cock.

Within moments, he slipped from Timon's body with a short gush of cum dripping to the ground. Timon panted loudly, feeling the cool air pass over his gaping anus. They took a moment just to recollect their thoughts, Simba looked down at Timon. Backing up, he saw the damage he had done, the fluid seeping out as Timon fell over, unable to hold himself up anymore.

"Timon!" Simba cried out, blanketing his back with his paw. "Are you ok?"

"Yeah, I'm alright." He panted, his eyes half open. Simba helped him to his feet and smiled down at him.

"So, I did it right?" Simba questioned with a little more pride.

"Ya kid, you nailed it alright." Timon laughed, sitting before him. "My ass is gonna need a good break to recover from that one."

"Great, but I was wondering, what happened?" Simba eagerly questioned.

"Oh? Yah mean inside?" Timon questioned, gesturing down.

"Yeah, what was that awesome feeling I had?"

"That was your orgasm, guessin yer first one. There's lots of names for it, getting off, climaxin, cumming. They all mean the same thing though, and boy, does it ever feel good huh?" He smiled, laughing lightly with Simba.

"Sure does." Simba agreed, kneeling a little closer.

"So kid, mind if I get my turn now?" Timon questioned the young cub. Simba looked away briefly, not realizing he had to return the favor.

"Oh. Well, I guess so. I mean, fair is fair right?"

"You betcha!" Timon cheered, leaping to his feet. He bounded toward Simba's tail end and guided his legs to the ground. Simba spaced his legs just enough and raised his tail high in the air. Timon grinned, suckling his finger a moment he slid it along Simba's pucker, pushing in now and then, seeing how it reacted. Wetting his other hand, he soaked the length of his protruding cock. Making sure to coat it well, to smooth his way inside.

He lined his tip along with Simba's virgin ass, watching it disappear as he gently pushed in. The intrusion was strange for him, but Simba found little issue accommodating his friend. Timon was fairly long, but slender, the press inside seemed much more stimulating then any sort of painful.

Timon sank to the hilt, letting an audible sigh escape as his balls came to rest against Simbs's body. Simba's tail draped over Timon's shoulder as he retracted from his tail-hole and slowly pushed in again.

He let Timon indulge in his body for a good while; little ideas came bubbling to mind though. Simba smiled, closing his eyes, he enjoyed the gentle motions. Glancing back with a grin, he clenched up tight as Timon slipped his full length in.

"Haha, got ya." He gloated, grasping Timon so tight he could barely move inside. Timon stammered, feeling the little cub's body nearly crush his meat. Simba let him slide back a bit more before Timon gave his response.

"So you wanna play rougher, huh?" He grinned, getting a firmer grip on Simba's fur. With a burst of speed, he slammed his length back inside hard. Simba cringed a little, but the pain was negligible. Seeing this, Timon retracted and repeated the action. Simba giggled a little, the rush of his thrusts parting him inside was actually fun.

"Feels good, keep going!" Simba smiled back, encouraging him. Timon didn't need any more than that, as he took to thrusting rapidly into Simba's ass. He was so excited just from the tightness alone. Simba's pucker was welcoming, warm, and slicked well. Timon was amazed he was so much more compliant then he had hoped, even enjoying it. Even with the pace he was going, he could feel Simba trying to catch him inside, errantly clenching his cock. He thought he would lose it and spill in the moments he snared him so tightly within.

"Oh kid." Timon moaned, pounding at Simba's ass. His legs were starting to burn from the effort of riding him so vigorously. Panting, he held fast to the tufts of fur he could, humping till it nearly hurt as the rush began to swell inside. He yearned for it, to release and let his body rest if just for a moment, sure enough it would comply.

"Are you doing it, Timon? Are you, you know, orgasming?" he asked, not sure of the word. He could barely answer and had to settle for nodding. Slowing down, Simba took that as his cue. With a grin he bumped Timon to the ground and placed all the weight he could on his waist. Timon gasped as he ejaculated, the spurts having difficulty passing through Simba's tight clenches.

The weight in itself was almost enough to get him off, Simba was nearly crushing him as he sprayed inside, painting his anal walls white with sperm. He draped his hand across his chest as the climax settled , breathing rapidly he did his best to catch his breath, and ease the pain in his legs.

Simba, satisfied with his fill, released the weight from Timon's body. His sagging cock slid out with little more than a droplet of sperm behind it. It seemed Simba's cavity held Timon's deposit fairly well.

"Ha, that wasn't bad." Simba smiled, swinging around to meet his friend on the ground. "Did I do a good job, you know with the squeezing and all? Bet it was real hard to pull out when I did." He laughed lightly.

"You're good kid, ya picked up real quick." Timon complemented, slowly sitting himself upright. "Oy, haven't got off that good in a long time."

"Yeah, I can still feel the water you put in me." Simba nodded.

"Cum." Timon corrected.

"Come where?" Simba asked.

"No, cum." Timon corrected once more.

"With you?"

"No, kid cum!"

"We're already here." Timon slapped his face and fell over.

"Sperm, is the technical term. But ya call that water, cum!" He finally clarified.

"Oh! Ok." Simba laughed, bounding around Timon.

"Oy." He sighed, getting back to his feet.

"Timoooon!!" He heard Pumbaa cry off in the distance.

"Pumbaa!" Simba called back happily. Revealing himself Pumbaa joyfully approached the two.

"Hey guys! What'cha doing all the way out here?" He asked kindly.

"Oh we were just-" Simba began.

"Talking about what to get you for your birthday!" Timon interupted. Pumbaa's face contorted in confusion.

"It's not my birthday soon, is it?"

"Oh? Guess we don't have to worry about it then. Comon kid." Timon waved, leading the trio back toward their home. Pumbaa bounded a little ahead, escaping the brush and back towards there resting place while Timon fell behind with Simba. "Psst, hey kid." He whispered.

"What is it, Timon?" Simba leaned in close.

"Let's keep this our little secret ok?" Timon suggested, pointing ahead to Pumbaa.

"Alright, no problem." Simba happily agreed.

"And uh, what you say me and you meet up at the lagoon tomorrow. I got us an idea that'll really make for a fun day." He advised, nudging Simba's arm with a smile.

"Yeah! I'm in!" Simba cheered quietly. As the evening settled in, Timon disappeared for a good while, only to come back after dark with a smile for Simba. He laid beside him, settling in for the night and nudged him.

"Were good to go for tomorrow, right?"

"Yep, but where have you been?" Simba interrogated.

"It's a surprise, don't wanna spoil it now do ya?"

"No way." Simba laughed, rubbing his paws in excitement.

"Good, sleep well tonight Simba. You're gonna need your energy."

Simba waited, just shy of a few of the rocks near the lagoon. He observed the log they crossed now and then, chanting Hakuna Matata and smiled. It was exciting to think what Timon might have planned today after all the pleasure he experienced before.

Turning around, he saw him arrive with what looked like a young zebra in tow. Simba smiled and licked his chops as he approached.

"A zebra? Timon I don't think I could eat that whole thing." Simba commented.

"Eat me?!" The colt shouted. "Timon, you said you were introducing me to your friend!"

"Easy Simba!" Timon lightly scolded. "This hears a buddy of a buddy of mine, if you follow."

"Oh, sorry." Simba shied away.

"It's alright." The colt nodded. "You're not gonna eat me are you?" The young colt pleaded lightly.

"No way, if you're one of Timon's friends, you're ok with me." Simba chuckled, bringing himself closer he extended a paw to the zebra. "My names, Simba." The young colt reached out, patting Simba's paw.

"Zalan, nice to meet ya."

"Good, nice to see the two of you getting along. Now Zal, I went over this with Simba yesterday. I think it's about time we teach you a little about how your equipment works."

"My equipment?" Zalan replied, looking as baffled as Simba was yesterday.

"He means your penis." Simba threw in, letting a short giggle escape.

"Oh, wait huh?" He questioned again.

"See kid, we figured it might be more fun if you got to practice what it's for along with Simba here." Timon replied, nudging Simba's shoulder with a wink. It dawned on him now, that this was the surprise he was speaking of yesterday. Simba eye'd the young colt over. He wasn't too big, though there was a good foot of clearance between Simba's head and his belly.

His legs were slim, yet showed clear signs they had been exercised regularly. He kept himself clean enough; almost no dirt on his body, and the mane that crested just atop his head was well kept.

"So here's the basics my friend." Timon began, walking underneath the colt. Bowing his head between his front legs, he monitored Timon. "The junk you got there gets hard now and then, huh?"

"Yeah, gets pretty long too." Zalan answered.

"Right, when that happens it means you're interested in mating. Simba there got his first taste the other day." Timon carried on. "But, since we ain't got no females around, and I ain't exactly a proper fit, you're gonna have to practice with Simba here."

"Timon, how though? He's a lot taller than me." Simba noted. Timon darted out from Zalan's legs, nearly hitting him in the chin in the process and perched on a rock nearby.

"With this. Sittin up here, you got the right elevation I think to get yourself all lined up." He explained, showcasing the rock. Simba approached and leapt up with ease. Though there wasn't much surface to work with, he could fit all four paws with little issue. He simply had to be careful not to slip. "Zal, comon over here, see if you line up."

"Ok." Zalan complied, hesitantly. Stepping over Simba and the rock, he brushed the cub's body with his belly and found his flaccid sheath was in fair alignment with Simba's rump. Timon created a box with his hands, capturing the scene in his mind and giggled with glee.

"Perfect!" He cheered. Darting back to Simba he guides his head around, bringing him muzzle to sheath with Zalan.

"What are you up to down there?" Zalan asked nervously.

"Don't worry kid, we go it under control. Just relax, and It'll all come to you." Timon assured him.

"Alright, if you say so." He answered, a little stammer escaping with it.

"Go ahead Simba, give it a good lickin, see if you can get him going." Timon encouraged. He wasn't keen on the idea at first, cringing a little as he saw the floppy sheath dangle in front of him. Reaching out, he pulled the tip closer to his muzzle. Zalan could feel the cub's breath, brushing over him.

With a flash of his tongue, he licked a portion of the bottom, up to the opening of his shaft. It was strange how little taste there was. A tiny bit bitter, yet seemingly un-intrusive flavor. He started to lick more regularly, as Zalan sighed above him. The colt spread his legs a little wider, letting his body relax and enjoy Simba's bath.

To his surprise, Zalan rose to the occasion fast. Timon had to push him back now and then, to allow Simba to continue working the tip as best he could. He took a portion into his mouth here and there, but had to be extremely careful of his fangs. One good bite and Zalan would be in searing pain.

"Looking good, kid." Timon complimented, watching the colt's cock protrude like a branch between his legs. Simba concluded his bathing and examined his work. The colt was large, slender and throbbing. The ring in the middle protruding off the surface of his shaft.

"Timon, I don't know about this." Simba whimpered lightly.

"Kid, take my advice ok. This is how I took you yesterday. Gotta breath slowly, try your best to relax, and don't squeeze on it till you can handle it. When it hurts to much, just call out." He instructed, as he turned the cub around. "Most important, you're gonna feel some pain when he comes in, don't clench up or you'll hurt yourself. Just relax."

Timon pulled up Simba's tail and took hold of Zalan's cock. The tip was nice and wet to allow him a relatively smooth entrance into Simba. "Zalan?" Timon called out.

"Yeah?" he asked, smiling as he looked on ahead.

"If you hear the kid yell stop, you better stop, got it?"

"Yeah, I got it." Zalan agreed.

Lining up the two, he pushed for Zalan's tip to penetrate Simba. He slammed his eyes, but tried to keep in mind what Timon advised and did his best not to clench up. As the tip passed in, he felt a sharp sting stretch across; extending his claws he raked the rock and tried to bare it.

Zalan pushed a little bit further in, finding some resistance within Simba's body. With a short cry, Simba called out.

"Ok, that's enough!" Zalan complied, letting his shaft settle inside him. For Simba the pain was fading, all that was left was just the pressure inside his body. He shifted his legs, and adjusted himself as best he could to alleviate it, finding a pose he liked.

"Alright, in and out now." Timon instructed. Zalan took slow movements, withdrawing just a little before pushing back in. Simba was more relaxed now, his body warmed up he let the strokes Zalan was making become much smoother inside. He could feel the press of his cock, nearly protruding through his belly. He could also feel a warm, subtle tingle in his loins, building each time he put the pressure within.

"Oh wow." Zalan stammered, taking himself out a bit more with each movement then sliding back in. "It's so tight, and so hot."

"How you doing down there, Simba?" Timon asked eagerly. Simba kept his eyes closed, but nodded contently. Timon's eyes drew to Simba's cock which had escaped his sheath. He fawned over it, throbbing each time Zalan slid inside Simba.

Not wanting him to feel left out, Timon grasped the cub's meat and took it into his mouth, suckling the pink flesh. Simba shuddered and moaned, the combination of Timon's tongue and the pressure of Zalan's cock was really pushing him. It was hard to focus, losing himself to the stimulation enveloping his lower body.

Zalan was getting braver, the medial ring that centered his shaft was pressing into Simba's ass with each thrust. The colt's heavy breathing joined Simba's moans of pleasure.

Simba couldn't hold it anymore, a series of short, sharp cries gave way to the spasms of his climax. Timon was forced to suckle the spewing seed being pumped out of his body, while Zalan eagerly mated him. Simba's mind was a blank, only able to dwell on his spurting cock and the thrusts that were filling him deeply.

With Timon drinking back the last of Simba's release, he lapped up the dribbles that escaped to his chin. Zalan was grunting and heaving, each time he penetrated Simba.

"Oh! What's happening?" The young colt cried out, as he crammed as much of his meat as he could inside. Simba felt it immediately, a huge gush came surging from Zalan's cock and started flooding his deepest places. Timon grinned, escaping from under Simba and took hold of the small bit of shaft that remained. He could feel the throbbing force of Zalan's ejaculations, rushing through the shaft, pumping Simba full of seed.

Gently he stroked what he could, caressing the colt's balls to encourage the flow. Simba was panting, Zalan's breathing was heavy and his hind legs were trembling. The colt's retreating shaft began to slip from Simba's pucker, falling out with an audible spurt. Sperm was drizzling from his opening, as it gradually began to close.

Zalan backed off a little, trying to coax his body down from the recent climax. Simba just let his body slump on the rock, his legs spread to either side as his tail covered his sore hole. Timon pet Simba's back and smiled down on his student.

"Ya did good kid." He complimented. Timon turned his attention to Zalan, looking up at the confused young colt. "You ok?"

"Yeah, just. Didn't expect that rush." He replied. "Is... Is Simba ok?"

"I'm alright, I think." Simba moaned from the rock.

"I'm sorry if I pushed too hard."

"No, it's not bad." Simba assured him, glancing back. "Just, I'm so tired now."

"I know what you mean. I should really get back to my herd." Zalan agreed, looking on beyond the lagoon. "Timon?"

"Yeah?"

"Thanks for teaching me, and thank you Simba. I hope you think of me as a friend." Zalan requested kindly.

"Sure." Simba smiled, still looking back.

"Get some rest kido, you earned it. Zal, tell your dad I said hi." Timon called out.

"Will do, Timon!" Zalan called back as he ran out of sight. Timon took to Simba, crawling under his paw attempting to lift him up.

"Come on, Simba. Let's get some grubs in ya." He suggested.

"Can I just, take a nap first?" He pleaded lightly, his voice rasping.

"Sure kid, whatever you want." Timon agreed, walking with him back towards their usual place to rest within the jungle.

Timon settled him down in a soft bed of grass. Reclining on Simba's belly, he took in the euphoria of the day's events. With a sigh, he gazed up through the trees, feeling the soft motion of Simba's breathing.

"This is the life kid, Hakuna matata."