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"Where are we going Kion?" Baliyo asked the king walking in front of him. Kion had led him quite far into the woods already. Baliyo knew he wanted to talk to him in private, but this seemed a bit unnecessary. Apart from that, the brown-furred lion was always a bit nervous around Kion. A lot had happened since the Lion Guard had arrived at the Tree of Life. They've come to know each other better, became friends, best friends even. But Baliyo noticed some feelings recently that went beyond regular friendship. He was unsure how to act and if he should even talk about it.

"This is a nice place. Let's stay here." Kion said, turning around and sitting down, now smiling at Baliyo.

"So... what do you want to talk about?" Baliyo asked, still a bit confused by the whole situation, as he sat down.

"I've noticed you behaving a bit odd lately." Kion began. Baliyo's heart started pounding, he didn't want him to think something was wrong with him. "You seem a bit... unconcentrated, a bit more reserved than usual." Kion continued. "I just wanted to talk about that with you."

Baliyo froze. Was he really behaving differently because of these new feelings? Kion must have noticed! This has been bothering Baliyo for a while now and this was the perfect time to tell Kion the truth. But should he? Baliyo was unsure how he should answer. Many thoughts rushed through his head.

"It's you." Baliyo suddenly mumbled. "It's because of you." Baliyo repeated himself, speaking louder and clearer this time. His heart was racing at this point, unsure if what he just said was right.

"What about me?" Kion asked, not so surprised actually. He already had a clue about what was bothering him.

Baliyo paused again, his breath accelerating. It was already too late. He had to tell him the truth now.

"I have some new thoughts and feelings about you recently... I want you!" He said, looking down on the ground. "This really means a lot to me... I hope I didn't embarrass myself."

"It's okay Baliyo. I kinda knew already. From the way you behave, from the way you look at me." Kion responded, getting up and a bit closer to his friend. "And I think I want the same." Kion whispered to him, nuzzling the cute lion in front of him, hoping to comfort him a little.

Baliyo was extremely relieved having finally told the truth, as everything had turned out fine. He nuzzled Kion back, enjoying every second of their time together.

This went on for a while, both of them getting more comfortable with the situation again.

"Thanks Kion. I feel a lot better now." Baliyo said, looking up and smiling at Kion again.

"How about I make you feel even better..." Kion grinned as he gently pushed Baliyo with his paw, making him fall over onto his back. This was only the beginning but both of them knew what was about to happen.

"I've never done this with a male before." Baliyo spoke. He was excited, this being a dream come true for him.

"Don't worry, I'm gonna be gentle." Kion responded, slowly coming closer, admiring Baliyo's beautiful body. He was certainly one of the sexiest lions around at the Tree of Life. It seemed like a miracle to him that this was his first time with a male. Lost in his thoughts, Kion's gaze wandered down from Baliyo's dark blue eyes towards the lion's privates. Baliyo's member and balls were huge, even bigger than his own. The longer he stared at them the more horny and stiff Kion got as he licked his lips in anticipation.

He quickly moved his muzzle towards Baliyo's groin, brushing against his filled balls, taking in their scented smell. Then he stuck out his tongue, beginning to lick away at the lion's big orbs. They tasted just as phenomenal as they smelled, driving him to continue covering his friend's jewels in his saliva.

"Oh Kion... what are you doing with me... " Baliyo moaned, softly humming as Kion continued suckling at his precious balls. He placed a paw on Kion's head ruffling his hair.

The king looked up at him, letting Baliyo's balls slip out of his mouth. "I'm gonna fuck you Baliyo." Kion spoke. But he quickly looked down again, this time moving farther down, past Baliyo's balls, now lapping at the lion's rear entrance, preparing him. He moved his tongue around his hole in circles, giving him some time to loosen up.

But Baliyo felt a bit uncomfortable with that idea. He had never experienced something like this before. He was still enjoying it. He was intrigued but also kind of unhappy with it.

"Kion?" Baliyo asked his furry friend. As Kion heard his voice, he stopped and looked up to him. "I'm sorry... I don't want you to... you know... "

"That's okay Baliyo. I understand." Kion responded. He didn't want to do something Baliyo wasn't comfortable with. He placed his paw on his friend's shoulder, trying to comfort him a little. "Maybe we can do something different." Kion suggested.

Baliyo hesitated. He had something in his mind, but Kion would never do that. Kion would never let him fuck him. He was so lost in his thoughts he didn't notice that his cheeks reddened slightly.

Kion noticed him blushing, smirking at him. "What naughty things are you thinking about?"

"Can I... maybe... fuck you?" Baliyo asked, looking deep into Kion's eyes. Had he asked for too much? He didn't want this to end because of this.

Kion hesitated, as he was a bit surprised. It has been a while since the last time he was on the receiving end. But for some reason, he couldn't stop thinking about it. He thought of Baliyo's gorgeous member and how it would feel inside of him. How it would feel if he would empty those filled balls inside him. Kion got increasingly aroused, his member starting to twitch slightly.

"Why not." Kion finally said. How could he decline such an offer? Not wanting to waste any more time, he bowed down again, this time moving up from Baliyo's balls, his friend's gorgeous dick now in front of him. He stuck out his tongue once more, licking along the lion's impressive length.

Baliyo laid his head back and closed his eyes, letting the king work his dick. He was amazing. Baliyo knew that this was certainly not the first time for Kion, as there were basically only a few members of the pride he hadn't slept with before. Kion surely had a lot of experience.

Kion continued tasting Baliyo's member, caressing it's tip with his rough tongue. But then he stopped, looking up at his partner before suddenly taking all of Baliyo's member in his mouth.

"Oh Kion, you're so good at this!" Baliyo moaned, placing his right paw on Kion's head again, forcing him further down on his member.

But Kion kept going, hastily moving up and down along his friend's dick, sucking some drops of delicious pre out of it. It was the first time he had tasted Baliyo's precum and he loved everything about it. As he continued sucking, Kion's member stiffened, twitching away uncontrollably as he prepared his friend's gorgeous dick to enter him.

Suddenly Kion got up and turned around, his rear now facing Baliyo.

"What are you doing Kion?" Baliyo asked, though enjoying the sight of Kion's behind, including his furry balls and rock-hard member.

"I need you Baliyo. Now." Kion spoke, as he sat down on Baliyo's member, desperately taking as much of him as he could, both of them being forced to moan. Kion slowly went farther down until all of Baliyo's length was deep inside him, his own, slightly smaller balls now resting on top of Baliyo's big orbs.

"Ahh... Kion... this is amazing!" he groaned, feeling Kion's warm, squishy insides throbbing against his dick. The immense pleasure made Baliyo leak huge amounts of precum deep into his friend, further lubricating his member.

"Oh Baliyo, you are so big... " Kion whimpered as he lifted himself slightly up, letting about half of Baliyo's dick slip out of him again. "I'm gonna make you cum. I'm gonna make this the best time you ever had." Kion spoke as he quickly got a hold of Baliyo's hind legs, using them for support as he began riding his dick.

Baliyo closed his eyes again, enjoying what his friend did to him. He loved how desperate Kion pushed himself onto his lubricated dick, like this the best he ever felt. "Oh Kion... Take all of it... " Baliyo moaned as his partner began speeding up.

Kion could feel his balls slapping against Baliyo's with every thrust, his hard dick bouncing up and down as he did so. It felt amazing to have such a nice, big dick inside him, completely filling him. He enjoyed it so much, for a moment he completely forgot he was usually the one the giving end. "Ahh... Baliyo... I need you... Ngh... I need you deep inside of me." Kion moaned, noticing he was already getting quite close to climaxing. But he was not alone.

"Oh Kion... Ngh... I'm getting closer." Baliyo mumbled, his body already tensing up, his balls starting to tingle slightly. But he was not the one in control of the situation, Kion was and he decided to go even faster, even deeper. He was panting heavily at this point, barely able to breathe besides his moaning. Kion could feel his body beginning to spasm slightly, his member becoming incredibly hard, only throbbing now.

Their moaning suddenly stopped as both lions were about to climax.

"I'm... I'm gonna... Ngh... " Kion groaned, then felt a jolt of pleasure going right through him, the tingling in his balls suddenly vanishing as he finally got his release. With a powerful roar, that could've been heard from miles away, he squirted several loads of his thick, royal cum on the ground in front of him.

Yet Baliyo came only seconds after. "Oh Kion... " he moaned, instinctively pushing his hips forward, thrusting deep into Kion. Multiple loads of warm, sticky seed began filling his friend from the inside, Kion's throbbing inner walls milking every last drop of cum out of Baliyo. The brown-furred lion was completely overwhelmed by the pleasure, only able to lay back and close his eyes.

Both of them remained like this, seemingly frozen in place, as their orgasms slowly faded.

Kion's legs gave out after a while, making the lion fall over onto Baliyo, who quickly wrapped his paws around his friend, making sure he wouldn't fall.

"This was great Kion." Baliyo whispered to his partner, his length still resting deep inside Kion.

"This felt truly special. This was... different. You made me feel amazing, Baliyo." Kion responded, still panting, exhausted from all his thrusting. "I definitely need you to do this again sometime." He chuckled, closing his eyes as he got sleepier, slowly drifting away.

"Mmm, maybe I'll let you fuck me then." Baliyo chuckled, nuzzling Kion.