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[b][u][center]Sarabi’s Latest Lesson

For BonBonBeato

By Draconicon[/center][/u][/b]

Ever since the end of Scar’s tyranny, Pride Rock had been his to command. Simba knew that there were things expected of him: to rule, to care, to protect. That was the way that it had been under his father, and he was – mostly – prepared to do that. He even wanted to, a marked shift to how he had felt in the swamps and jungles with Timon and Pumbaa.

But there was something else that he hadn’t expected, and he didn’t know how to deal with it.

As the lion sat on his throne deep in Pride Rock, resting his chin on one hand as the lionesses came and went, he couldn’t help but stare as they walked by. He’d remembered that they wore precious little – a loincloth, perhaps, and a strip of fur and leather across their chests to bind it all together – but they were still modest to look at. That was still the same as it had been under his father.

The new bit was the fact that they walked by with much more sway than he remembered, and they lingered near him, leaning forward, almost like they were showing off their chests and – when they walked away – they took their time to do it. His eyes were consistently drawn under their tails, staring at their ass cheeks as they walked away, and it gave him a very uncomfortable feeling as they did.

That…and quite a bit of stiffness under his loincloth. During the first few days, he’d been blushing almost nonstop. Even now, he was barely able to keep his cheeks from burning, and he didn’t know what he was supposed to do about this. All he knew was that the females clearly wanted something from him, but he didn’t understand what.

He might have asked Nala, but –

“Why were you staring at Sarafina like that?” his queen asked.

Simba gritted his teeth, trying not to groan like he had done the first time. Nala hadn’t liked that. Come to think of it, she hadn’t liked much since they’d come to the throne together, and he didn’t know what to do about that, either. It was like [i]she[/i] wanted something from him, too, but didn’t have the grace to tell him.

He turned, looking her dead in the eye. She was dressed no better than the rest of the lionesses, perhaps less in some ways; her top was just a single strip of leather that went across her breasts, keeping the globes from popping free but only barely, and showing off more skin and fur than the rest of them. Her loincloth lay heavy between her thighs, outlining her sex when he looked down –

“And why are you looking at me, hmm?” she asked.

“I’m not trying to. I’m sorry.”

“You’re sorry. And yet, you still don’t understand.”

“I’m not – could one of you at least explain it to me?”

“No.”

She turned away, and he sighed, shaking his head as he went back to leaning on his fist. The more that he tried to understand what was going on, the less he comprehended. It was like he had fallen into some sort of bad dream that conspired to keep him as stupid as possible, always dragging him further down into more and more foolish adventures. Sooner or later, he was going to fall flat on his face, and he was starting to feel like that’d be the only thing that would make Nala and the other lionesses happy.

Soft tapping on the stone pulled his head up. Rather than another lioness with news from the Pride Lands or one of the other creatures from the kingdom there with a petition, it was his mother. He smiled despite himself.

“Mom.”

“Simba, Nala,” the older lioness said, bobbing her head to him and his queen. “Is this a good time?”

“I’m starting to think that it’s never a good time for Simba,” Nala muttered. “All that staring.”

“Could someone at least tell me what I’m not getting?” Simba asked, looking between the two females. “Every time someone comes in here, I swear that I’m supposed to be doing something, but nobody’s telling me what it is.”

“Dear, dear. It sounds like this is worse than I thought.”

“It’s not my fault that we have a king as dull as he is,” Nala muttered, rubbing her forehead. “Sorry. I’m just – Simba, you’re supposed to be the king. Why aren’t you acting like…like a king?”

“Nala. That’s not the word that you’re really looking for, is it?” Sarabi asked, slowly walking across the throne room. “Oh, dear. And I thought that the pair of you would be able to leap right into this. Tsk, tsk. I suppose even a mother’s intuition is wrong from time to time.”

“What are you talking about, mom?”

“Come with me, you two. Clearly, there’s a [i]lot[/i] that we have to take care of.”

“But – but the petitioners –”

“Simba, trust your mom. They can wait. I know how to handle that.”

“Yes, go,” Nala muttered.

“No, dear. You, too.”

“Me? But what –”

“If you want a [i]king,[/i] then you should be his queen. Properly.”

Despite his mother’s mild condescension, Simba was just happy that he wasn’t the only target. He stifled a smile, got to his feet, and followed the older lioness out. Just like with everyone else, though, his eyes went down to her rump, and just like before, it sent a funny feeling right to his dick…

#

“Sex?!”

Simba’s roar carried further than he meant it to. From the rocky outlook that Sarabi had led them to, he saw four different lionesses whip around, looking about for whatever had made the sound. He covered his mouth as both of the lionesses shushed him, shaking his head.

“Sorry. I didn’t – sex? What – that’s what everyone’s been wanting?” he said more quietly.

“Yes! I’m surprised anyone would have to spell that one out to a male,” Nala muttered, crossing her arms under her breasts.

“Well, dear, remember that he [i]did[/i] grow up away from all the lionesses, and with two other males, as well,” Sarabi said with a small chuckle. “Speaking of which, Simba, did you ever…”

“I’m – with them? Oh no. No, no, no. Never.”

“Not that it would have been a problem, little one, but you know, mother needs to know what she’s working with.”

Simba’s cheeks burned hotter than ever. He knew what sex was – though only just, in that it meant that his dick went into someone else – but he’d never done it. Hell, he’d barely learned that he could grind his dick on some of the softer moss to feel good. He’d never actually gone further than that.

“Unbelievable,” Nala grumbled.

“I wouldn’t get too self-righteous, dear. You haven’t exactly been helping,” Sarabi said.

“I – sure I have. I’ve been waiting for him to do what…what he’s supposed to do.”

“And you know what that is?”

“Breed me, of course.”

“And what does that involve?”

“…I…well…”

“Mmm-hmm. I see.” Sarabi shook her head. “Oh, the ways that Scar has harmed us. I imagine that your mother told you to stay away, to never be near her and the other females when Scar was using us.”

Nala nodded. Simba could only imagine what had happened between his uncle and the females while he was gone; it couldn’t have been good. Sarabi nodded back.

“That explains a great deal. You were told that breeding would be a horrifying experience. Let me guess; Simba, you’ve been holding back because you don’t know what’s being offered, and Nala, you’ve been angry because you expect your ‘duty’ to hurt?”

They both nodded, and Sarabi chuckled.

“Oh, my little cubs. What will I do with you?”

“It’s not my fault! He’s supposed to know what to do. He’s the king, and a male, too,” Nala said.

“I’m just – I’ve been trying. I just need someone to show me how this is supposed to work, that’s all.”

“Don’t worry, Simba. Mommy’s going to make it all better.”

“How –”

Without warning, Sarabi stepped forward and – with nothing more than a flick of her claws – stripped him and Nala down right then and there. Nala’s loincloth and top disappeared, cut in two as they fell to the ground, and his loincloth followed a split-second afterward. It took him three heartbeats to realize that he was exposed, and he yelped and yanked his hands over his crotch. Nala did the same, her face redder than the setting sun.

“Sarabi!”

“Oh, calm down, little cub,” the lioness matron said, shaking her head. “You need to learn, and you’re not going to do that while you’re wearing clothes. But if it will make you feel better, I’ll join you.”

Simba’s cheeks were already hot enough standing naked beside his queen – and staring at her hips, her barely-covered breasts, everything that pulled his eye without his knowing – but as his mother stripped down, too, it became impossible to think straight. His eyes went right to the older lioness and remained there as she pulled off her clothes, her heavy breasts falling over her chests, her older, mature curves coming more and more into the open. She had no shame as she took everything off, flexing to show off her still-there muscles, her breasts rising as she stretched her arms overhead, and her thighs spreading to show her sex as she spread her legs a bit further.

Even Nala looked a little overwhelmed at the matron’s display. His queen looked down, her cheeks as flushed as his. Nala sputtered.

“W-what are you doing? This – we don’t have to – we can figure it out –”

“Dear, if you haven’t figured it out yet, it’s quite clear that you’re not going to. You don’t understand what sex is, even. You know that it gives us cubs, yes, yes, but that doesn’t mean that you understand what it [i]means.[/i] Scar poisoned it for you, and Simba –”

“I – I know what it is.”

“My cub, you barely know how to do it. You don’t know what it means [i]do[/i] do it. So, we’re going to start from the simplest things. Don’t worry; I’ll take care of both of you, just like you were still my cubs.”

It was both embarrassing and just a little arousing to hear her talk like that. He didn’t want to think too hard about his mom teaching him about sex – there weren’t any rules against that, per se, but it was still weird. Being naked in front of her, and her showing off everything that she had to offer, was just…

It made him hard. Very hard.

His hand no longer sufficed to cover himself as his cock came up, his shaft twitching ever so slightly. It kept rising as he stood between the females, soon standing up at a full eight and a half inches, the head soon slick with pre-cum. Nala looked down and immediately looked away, but as soon as she did, he looked at her and saw her hard nipples. Was she –

“Let’s start with the simplest thing.”

“Moss grinding?” Simba asked.

Sarabi bit off a chuckle, and even Nala looked back at him with a raised eyebrow. Simba’s blush burned hotter.

“What? I mean – is it something else?”

“Simba, I – I forgot that you might not know about that, either,” Sarabi said, fighting her chuckle for a moment longer before calming down. “But no, no, we’re not going to be grinding on moss. Or anything else. We’re going to masturbate. And – before I make any more assumptions – Nala, have you done that?”

To his [i]immense[/i] pleasure, Nala’s smirk of self-satisfaction disappeared. She sputtered for a moment before shaking her head.

“Tsk, tsk. Well, that’s what I’m here for. Let’s start from the bottom up. Simba, since you’re the simpler, we’ll start with you. Take your hand and wrap it around your penis.”

“Why?”

“Just do what mommy says, dear.”

“O-okay…”

He looked down at his shaft. It felt like an odd thing to do, just grabbing it, but if his mother said so, he’d do it. He reached down and grabbed it –

“Mmmph…it feels…really hard.”

“That’s good. That means that you’re already ready for the next bit,” Sarabi said. “Now, just start stroking it. Up and down, up and down. If you find a spot that feels really good, keep rubbing it. The main thing right now is for you to touch it, find out what feels good, and keep doing that. Okay?”

“Okay, mom.”

“And Nala. You sit down, hmm? It’s easier that way.”

As the two females worked with each other, Simba kept touching himself. Here, there, finding little spots that worked better for him and which spots didn’t. The bottom half of his penis didn’t really have much; the closer to the tip he touched, the better it felt. Sometimes, he had to take his hand away near the tip because it started feeling too good, almost painful.

But he kept stroking, just as his mom instructed. It didn’t take long to find a speed that felt nice, going up, down, up, down. He started to go faster, then slowed down when he realized that didn’t work. Not right now, at least. He worked his hand up and down his shaft, his thumb flicking over the head and spreading the dripping stuff around –

“Ah!”

He looked up as Nala gasped, only to see her with her fingers stuffed between her legs. His eyes went down to her slit, watching as Sarabi guided his queen’s fingers inside.

“That’s it. Already so sensitive. That will make my son’s penis feel [i]so[/i] good to you when he starts breeding you.”

“Nnngh…it’s…it’s a lot…”

“I know. Just try and push through that. Enjoy it. You want to get nice and wet before the next part.”

“Is this…is this what breeding is supposed to feel like?” Nala panted.

“Better.”

Simba didn’t know what to say as he watched his queen put her fingers inside herself. There was something so strange, so…enticing about watching her touch herself, and it made him harder than ever. He stumbled across the room, his hand never leaving his shaft as he tugged on it.

All the while, Nala slid two fingers in, out, in, out. Sarabi knelt beside his squatting queen, gently squeezing her rump, then her chest, then between her legs at a little bump right over that slit. Every time she touched his queen, Nala moaned, and Simba bit his lips as something inside felt…amazing. He didn’t know what it was, but there was this fascination, this endless eagerness, even alongside the embarrassment of being naked with his mother.

[i]What if someone –[/i]

Oh, the thought of someone seeing them. He hadn’t thought of that, and he clenched his jaws shut tighter than ever as he imagined one of the lionesses stumbling on them. Or worse, Timon and Pumbaa. They would never stop talking about this. He’d never live it down.

Had to be quiet.

Had to be stealthy.

He crept over to his queen’s side, looking down at her as she fingered herself. She was dripping in short order, strings of some sort of goo clinging to her fingers as she pulled them free before jamming them back in. The air smelled of something new, something heated, something that made him throb in response. He panted, leaning closer and closer, until he looked up and saw that Nala was looking down at him.

[i]Oh wow…oh wow…[/i]

It was almost too much. He might have sat there, stroking himself while staring at her for hours if it wasn’t for Sarabi. His mother chuckled, drawing both of them out of it like embarrassed cubs.

“Well, that’s a lovely start, dears, but you still have more to go. Now that you’re both ready, let’s start your first breeding.”

“But –”

“It’ll be okay, Nala. I’ll be watching over both of you. And if Simba goes too hard, I’ll stop him, okay?”

“…Okay.”

“Now, you get on all fours, and Simba, you kneel behind her. Rest your penis against her slit, but don’t put it in yet, okay?”

“Yeah, sure, no problem.”

It was still strange to be like this. His entire body felt different, almost like it was primed for something that he didn’t entirely understand. Every muscle in his body felt like it was ready to…to do [i]something,[/i] but what, he didn’t know. Just something, something related to that slit and to the feeling running through his cock.

Nala got on her hands and knees, and Simba got in position behind her. The sight of her slit right there was new to him. The few times that he had seen that, it had been during an ‘accidental’ slip of one of the other lionesses losing a loincloth, or during the baths down at the river. He’d never had a female this close, not like this, and not with him this hard, or her this wet.

“Now, Nala.”

He looked up, his eyes going wider as his mother knelt in front of his queen. Naked, slick as his queen looked, Sarabi spread her legs and gently guided Nala’s mouth between her legs.

“You’re going to put your tongue to work here. Just pretend that it’s a salt lick; I need you to help me get ready for the next bit.”

“Mmm? But…but why –”

“Just trust mommy, okay?”

“You’re…not my mother…”

“But I am your mommy here. Just trust me, hmm?”

“Okay…okay…”

“Simba?”

“Yes, mom?”

“Go ahead, but slowly. As slowly as you can do it.”

He had no idea of how this was supposed to feel, but considering how good it felt to do what Sarabi said so far, he wasn’t going to worry too much about it. He looked down at his shaft, gripped it at the base to make sure that it did what it was supposed to, and gently pushed against her slit.

At first, it clenched shut, and he paused. When it relaxed, he pushed again, a little bit harder, and he felt something give. It was just a little bit, just enough to let him past, but once he was in –

“Ah!”

“Oh!”

They both moaned at the same time, their faces burning red. He didn’t know how it felt for her, but for him, it was hot, wet, and…and very good. He huffed, shivering, his hands curling into fists – one around his shaft’s base, one against her hip – and he whimpered. Nala’s insides clenched down on him, all but sucking him in.

“Don’t stop now, dears. Keep going. Again, gently, slowly.”

Simba nodded, trying to keep from shaking as he kept sliding forward. Every new inch felt better than the last, and it was hard to think of anything but the sheer slickness and tightness running over his shaft. The rest of Pride Rock felt like it didn’t exist anymore. There were noises out there, but he stopped thinking about it. All he could think about was Nala under him and how her slit felt as it clenched and squelched and –

“Ah!”

Nala pushed back, taking him to the halfway point. She froze, hissing, gritting her teeth, and Sarabi gently brushed his queen’s head.

“That’s it, dear. That’s the last bad bit.”

“Bad – what did I –”

“It’s alright, Simba. Just a little thing that had to happen,” Sarabi said. “Give it a moment, then keep going.”

Nodding weakly, he just focused on staying where he was. Every few seconds, Nala’s insides clenched on him again, sucking from the tip of his shaft down to the middle. Every little ripple-spasm along his penis was just…too intense for words. He could feel something happening, a tingle running straight through him. He didn’t even know what that was; every time that he’d teased himself in the jungle with the moss-grinding, he’d stopped when he got to this point, but right now, it was almost impossible to pull back. He didn’t want to; he wanted to see what would happen.

As soon as Nala was okay, he started moving again. Slower, but still going deeper. She was so wet, even after the bit of pain, and she seemed to want it. When she pushed back against him, showing that she was alright, he started moving a little bit faster. She moaned at that, only to shove back to meet him.

Squelch.

Pop.

Squelch.

Pop.

They moved in sync after a few failed starts, and she was always the one that pushed it further, faster. He was barely keeping up with her, his eyes rolling back as he fought against that rising tingle between his legs. Whatever that was, he knew that if it happened too soon, something was going to be bad. He needed to hold off for as long as he could and just keep going.

But with how Nala pushed back, he could barely keep on his knees. She was the one in charge now. She led him along, and he just did his best to keep up.

Smack, smack, smack went their hips against each other, and his mother smiled at them both. Simba blushed as Sarabi reached out, ruffling his mane.

“Such a good cub, treating his queen so well.”

“Mmmph…”

“And Nala, such a good girl, letting my boy enjoy himself.”

“Nnnngh…”

“Mommy’s proud of you both.”

“Nnngh…mom…”

“Now, go on. Keep it up. You’re both getting close, aren’t you?”

He didn’t even know what that meant, but it felt right. He nodded, and so did Nala. They grunted, huffing, the lioness slamming her hips back against him again, again, and again, each time smacking against his shaft so hard that he went up to the hilt. His sac swung forward, tapping against that little bump his mother had been rubbing, and his queen moaned for him.

Forward.

Back.

Forward.

Back.

He’d never been this hot before. Simba was sweating everywhere, below his mane and across his face. He felt slicked with it, shining with it as he humped forward, pulled back, and humped again. His sac was splattered with Nala’s juices, and he could barely breathe as he felt the tingling down there reach a fevered pitch. He was so close, and so was she, and –

And then Nala roared. She arched her back as she slammed back against him and roared, the sound half-strangled but carrying further than either of them wanted. Simba barely managed to reach up in time to cover his own mouth, a second roar leaving him as…as something happened.

Something magnificent.

Something intense.

Something too powerful to forget.

That tingle turned into a throbbing pulse, echoing out from his shaft and through his entire body. His toes curled, his thighs quivered, and his breath caught in his throat as he slumped forward, holding tight to Nala’s hips and pulling her flush against him. Pulse, pulse, pulse went that feeling down there, his penis twitching, throbbing inside of her as it got hotter, wetter. She ground back against him, her insides clenching around him tighter still, almost like she had reached whatever she was ‘close’ to, too.

Through it all, Sarabi smiled at them both, nodding knowingly.

When it was finally over, he slumped backward, his shaft sliding out of her slit and leaving a trail of white goo behind. Nala slumped forward, barely keeping from falling flat on her face. Her slit squeezed shut, then opened, and –

“Oh…wow…”

Simba couldn’t take his eyes off the white slime oozing out of her. It dribbled off her, running down her thighs or falling to the stone without a word. He softened, but only slightly, unable to look away from the mess.

“Now, move to the side, Nala, that’s a good cub,” Sarabi said. “Let me take a look at Simba now…”

For all that Simba was king, he knew that he was anything but in charge at the moment. As his mother crept toward him, her eyes glinting with a knowingness that he’d never seen before, he felt like a cub again. She was his all-knowing mother, and he felt like an idiot for never understanding this before.

“Mom –”

“Hush, little one. Just relax, and lay back, and let mommy do her thing.”

“Yes, mommy.”

As he flattened himself against the rocks, his mother crept over him. Every touch made him all the more aware of her as a female, as one of the breeding women of the pride rather than just his mother. The softness of her rump as she sat on him, the heat of her slit as she ground forward and pressed against him, the way that she grabbed his hands and put one on her hip and the other –

“Squeeze, cub. Go on, give it a – mmm, that’s it, Simba…”

He blushed worse as he felt how full her breasts were. They were bigger than Nala’s, thick and heavy. They weren’t full of milk, he was sure, but he could only imagine how much bigger they’d be if they were. The idea of her as a mother again – this time with his cubs in her – was enough to make him twitch upright once more.

Sarabi smiled at that, reaching down and taking him in hand. He hissed through clenched teeth as she rubbed her thumb just under the head, teasing a sensitive spot that he’d forgotten about.

“That’s a good boy. A nice, hard cub for his mommy. Ready for even more breeding work.”

“Mmmph…I’m doing my best…”

“I know, Simba, I know. And you’re doing well. Isn’t he, Nala?” Sarabi called over her shoulder.

“Feels…good…”

Simba managed to look around his mother’s hips, only to blush as he saw his queen with her fingers between her legs again and pushing them in and out of the slimy white mess that he’d left her with. The soft squelching sounds of her fingers diving inside and pulling out again only made him harder. Sarabi chuckled.

“You two need so many lessons, but don’t worry. Your mommy will be more than ready to help with that.”

“Mmmph…mommy…” Simba shivered. “Are you going to –”

“Yes, hon. I am.”

As she lifted her hips, her slit just barely touching his shaft as she got into position over him, Simba wondered how she would feel. She was older than Nala, and she didn’t look quite as tight outside, but –

Squelch.

Then she slammed her hips down, her hand resting against his chest, and he [i]moaned.[/i] Nala had been hot, wet, eager, but this was somehow better, more intense. His mom bounced up, down, up, down, taking him into her without complaint and with the biggest smile that he had ever seen on her face. She was…she was enjoying this, enjoying him, and he smiled back. It was shaky, but it was still there.

Nala’s squelching masturbation continued in the background as Sarabi kept rising, falling, rising, falling, sucking his shaft into her slit time after time. She didn’t pause, didn’t tire, only bounced.

Smack.

Smack.

Smack.

The sound of her breasts slapping against her chest matched the sound of her hips coming down with a clap against his crotch. He panted, gripping her hip and her breast still, unable to let go as she used his shaft the way that she wanted. She was in charge, completely, utterly –

“Mommy…”

Nala had joined them. He panted as he looked at her, watched as she leaned in and slowly pushed her lips against Sarabi’s breast. She kissed his mom’s nipples, and Simba shivered, straining to sit up.

“Mmmm, looks like my cubs are a little more insatiable than I thought,” the older lioness said, slowing down for a few moments. “Alright, alright. You can both have a taste of me. But don’t stop, little cubs. I’m not satisfied yet.”

Simba groaned around her nipple as she started rolling her hips. She couldn’t bounce anymore, but she could still make use of him, and oh, she was making use of him most happily. He panted against her, and Nala did the same on the other side, both of them barely holding back from moaning –

Squelch.

Squelch.

And she was still masturbating, still rolling her hips against her fingers as she pushed them in. Simba groaned, huffing to himself. He still had so much that he had to learn about this, so much more before he’d be good enough for his mom and the other females, but he planned to learn everything that Sarabi could teach him. If he was going to be king, then he was going to be the best king he could be.

His mommy pulled her chest back, her breasts falling with soft smacks against her chest as he and Nala lost their nipples. She chuckled, rubbing their heads.

“My eager little cubs. Oh, you are going to be marvelous students, aren’t you? Eager to learn, eager to do what mommy says.”

“Yes, mommy,” Nala said.

“Yes, mommy,” Simba repeated.

“Good cubs. Very good cubs…”

[b][u][center]The End[/center][/u][/b]

Summary: Simba grew up with no knowledge of breeding. Nala was told that it was nothing but pain. Sarabi needs to set them both straight.

Tags: Rule 34, M/F, M/F/F, Simba, Nala, Sarabi, Anthro Lion King, Vaginal, Doggy-Style, Cowgirl, Incest, Orgasm, Cum, First Time, Little Idiots, Mommy Dom,