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Rock thought himself a fairly generous person, but he wasn't above the moral qualms that so often came along with doing the right thing.

"I really want to keep it," he muttered, but as he looked at the pendant on the sidewalk, he knew that the right thing to do was to find the person it truly belonged to. "I suppose I can take it home and clean it up first, at least?"

The shape of the small, metallic pendant was a clear emblem of Nala, a character that he'd known since his childhood. His fondness for her was no secret, and even the expression she'd been given on the cutout was giving him a look that told him to ask around, rather than keeping the discovery a secret.

Thus began one of the longest weeks of his life...

**

"Nothing from the police, nothing from any kids missing a toy at the park, nothing from the Spacebook forums...I don't think anyone is gonna claim it after all!"

In such a short time, Rock was already growing attached to the pendant, and that was only made worse by the plush that he already had. A relic of his younger days, Rock kept the plush in such condition that it seemed brand new, even though it was a couple decades old.

He felt judgment from her, as well, as if he needed to go through with doing the right thing...but now that he'd done his due process, Rock felt less guilt hanging over his head for keeping the pendant.

As he'd planned, he cleaned up the metal coating and made sure to clear it of any dirt or rust before displaying it, but now that it was his, he wasn't going to share it with the rest of the world.

Instead, he knew just where he was going to put it.

"Thanks for encouraging me to do the right thing," Rock murmured to his plush, as he stepped over to the bed and draped the chain over her soft, felt shoulders. "I tried my best, but it looks like whoever lost this didn't miss it as much as I would have."

For enduring such a long week of anticipation, Rock wasn't expecting any sort of gift or reward. He had the self-fulfillment of doing the right thing and trying his best in that regard, but in a way, the fact that no one else stepped up to claim the medallion was reward enough.

He would have been just fine with keeping it, even if it hadn't started glowing the moment that his fingers left the chain.

"...Okay...are you about to make me regret keeping you?"

Rock could have come up with a more ridiculous storyline than a bomb being hidden inside of a medallion that would only go off a week after it was discovered. That theory was like something out of a bad horror film, but the light radiating from Nala's expression was truly blinding, forcing him to lift his hand in front of his expression.

Radiant energy poured from the medallion as the chain levitated from the felt shoulders of the plush. The best that he could, Rock was trying to see what was going on, and through the gaps of his own fingers, he could see plastic, painted eyes looking around with a sudden burst of intelligence, as if the plush Nala was coming to accept the reality around her.

Frightening as that was, the real shock was the way that her body squirmed into physical movement from a stiff, permanently sculpted pose.

"That's the last time that I pick up a random piece of jewelry from the park," Rock muttered, trying to keep his voice under his breath...but the flickering, felt ears of the plush still turned to his words. "What the hell is happening?!"

"You know, I would have thought you'd be happier about this, the way that you've been snuggled up to me every night. You're not really gonna look at this kind of gift with a sour eye, are you?"

Though it was still much smaller than he was, the plush was already taking on a much larger personality, and she wasn't afraid to flaunt a bit of the same attitude that Nala was known for in her motion pictures. She was more a caricature of those qualities right then, and that was enough for her to push through the limits of her forced appearance; her smirk wasn't just confident, but defiant.

"Not exactly looking like a gift right now," Rock admitted, letting fear dictate his voice before he thought about his words. The initial glow was starting to fade, but there was still a soft, ethereal glow of white spreading out from the bed and encompassing the plush. The limits it was bound to by the very sake of its creation were cast aside, and for a moment, Rock was in complete disbelief at how lifelike the plush had become.

There was a shimmer forming on Nala's eyes that the plastic once attempted to replicate, but this was a natural form of moisture, and only the first sign of just how real she was becoming.

"Then you might wanna get your vision checked, big guy...don't tell me you've already forgotten how many times you said you wished I was real!" she said, poking a little fun at her owner and showing off just how much intelligence she'd been granted by the pendant. "Not to mention all those nights that you rubbed against me with a little...ahem...something extra in your pants."

The idea that a toy could have memories was the most believable part of everything that was unfolding in front of Rock. As the glow slowly retreated, he was able to lower his hand and watch as Nala moved around on his bed with all the grace of a genuine lioness, and mischief flickered in the tip of her tail, as if to say that there was another surprise in store for Rock.

"I couldn't help...w-wait. Wait a minute. How the hell are you talking?"

"Nice deflection," she teased, refusing to drop the subject of his body grinding on her own. "But since you've treated me so well over the years, call it a reward, perhaps? A little token of my appreciation for all the good you've done, not just for me, but for other people...kindness, and even an attempt at it, deserve to be rewarded!"

Sentience and memory were impressive enough, but the fact that Nala could read his intent and knew of his noble quest to return the medallion left him a tick bashful, among everything else. "I was just trying to do the right thing," he admitted. "But to have a living plush in my possession...that's-

"Not exactly what you were hoping for?" she interrupted, not giving him the chance to express how thrilled he was by the reality of it. "You'll have to forgive me: I've been a bit of a bad girl over the years, listening in on all of those secrets. Now that I'm able to call you out for them, I suppose it's only fair that I give you a little taste of your innermost desires, hm?"

The fact that the plush was giving him the same teasing, enticing grin that she gave Simba in the movies left Rock standing stiff, trying to pretend that her stare wasn't having any sort of effect on him.

As she continued to transform into something more than a plush, she tilted her head up and whiffed delicately at the air; the scent she caught widened her already devious grin. "Now that's an exciting smell...you're really into this, aren't you?"

Her gaze was too powerful to resist, no matter how bashful he might have been. Gulping quietly, he gave a very slow, but honest nod of the head.

"Nothing to be shy about, darling...I already know how you feel about me," she assured him. "You're not really gonna pass up an opportunity to act on those feelings, are you?"

His jaw dropped as she stood up on her hind legs...and her body stretched up toward the ceiling, until her ears nearly brushed the old, tired paint.

"Because I won't."

She wasn't done growing yet, but she was forced to step down from the bed as her body began filling in from the unusual, stretched appearance it originally held. Even when she landed on the floor, she stood taller than Rock, but her limbs continued to extend and her posture improved, leaving her a couple feet taller than he was before she started to properly develop. Everything was happening rapidly, but just slow enough that her human owner could become lost in the slow growth of full, proper bosom upon her chest.

He knew better than to stare, but even when she caught him doing so, she just giggled and grabbed the back of his head, pulling him into the comforting warmth between her breasts. "I've never met such a timid male before...what's your name, boy?"

Eyes that flew wide open were pushed into a surface that was still as soft as a plush, but the felt was quickly giving way to proper fur as the transformation carried on, and genuine flesh began filling the round, soft mounds around the sides of his head. Incredible as that would have been, he tried to pull his head back to breathe a little easier...and found that he couldn't.

Her arms were perhaps the most impressive aspect among a long list of features: muscles chiseled out the shape of a bicep in the front, and upon the back, her triceps were so defined that even at rest, they pushed a pattern through her fur and gave a glimpse into what kind of strength she really held.

That incredible definition continued to improve as she looked down and waited for her answer, now watching him with twinkling orbs of curious jade.

Say something, stupid!

"S-Simba!" he finally managed to speak into the warm, comforting gap of her cleavage. "My name's Simba!"

Nala immediately cocked a brow at him, but hearing that, she began giggling, deciding to let him adopt that name if he were so inclined. "You don't much look like one to me, but...whatever you say. I hope you're ready for the rest of your reward, Simba."

Her mocking tone would have been frustrating, if not for the powerful grasp of her arms around his upper back. Their difference in size was noticeable enough, but her strength was otherworldly, and with just one arm, she could subdue him if she were so inclined; he was only able to experience relief when she made it very clear what she was after.

As easily as she could have hurt him for ogling her chest, she showed her appreciation for that act, instead, allowing him to pry his head free and suck in a tight breath. A few quick, gasping pants later, Nala was leaning down, pushing Rock into the wall with just a single paw; she didn't want him to miss the display of full features coming to life on her breasts, or the slow, piercing formation of her clitoris through the formerly velveteen surface.

His jaw gave another drop of shock as her womanhood literally grew into existence before him, coming from the former seams that were sewn into her body...but no sooner did it reach completion than did Rock see a glisten of excited moisture drip down from the crest, reaching the floor of his bedroom and leaving no doubt about what she was after.

"You can play hard to get all you want," she murmured to him, letting the power in her voice rattle the sensitive flesh of his ears. "I've heard the way you moaned for me in the middle of the night, Simba...and I want to hear it again."

She wouldn't let him force that sound for her amusement: her arms slammed down against his shoulders and pinned him to the wall with overwhelming pressure, but the press of her lips upon his own as she stole a deep, heated kiss was the touch that truly kept him in place.

Disbelief left his hands limp at the end of his arms, and pleasure filled his legs with such an overwhelming quiver that even Nala's grasp couldn't hold him completely still. She giggled against his mouth when she felt that vibration pushing back up through his form, but she took it as a sign that he wouldn't mind her going any further.

Claws raked down his forearms as she pushed her tongue against his lips and easily penetrated them, filling his mouth with the warm, squirming weight of her bristled muscle. The texture was _succinctly_realistic, so much that disbelief kept Rock from feeling the proper discomfort he should have felt from making out with such a decidedly feline appendage.

Even if his squirms were of pain instead of pleasure, she wouldn't have backed down, now that she had a taste of him. She'd left deep, crimson trails in his flesh from the affectionate drag of her claws, but when she moved her body in closer to his own and pressed her bare hips into his chest, she was forced to pull back from the kiss; it was worth it to feel his excitement throbbing against her leg.

"This is more of the form you were hoping I would take, isn't it?" she asked. She watched his eyes crack open once more, still glazed over with utter disbelief...but a thin topping of lust was starting to swirl into the mix. "Perhaps this is a more suitable way to thank you for your efforts?"

As she shifted back, her claws hooked into his flesh and gave a deeper scratch. Just as she became lost in the depths of his stare, his eyes winced shut once more, but Nala didn't give the reaction of panic that he expected her to.

If anything, she looked even more excited when he opened his eyes again, and when he followed her stare to the sight of the wound, his heart bottomed out and plummeted into the depths of an already nervous stomach.

"Maybe Simba was the right name for you after all..."

Golden tufts of fur were the first thing to erupt from the wound, even before blood had a chance to trickle down the lines of his forearm. In the place of a crimson stain, there was a bulge in his veins, akin to the impressive definition that Nala had across from him; it was her turn to watch Rock change to fit her desires, as happy as she would have been to take him in a human form.

She was already happy with the slopes of fur that slipped down toward his wrist, and she couldn't wait to feel the deep, sharp drag of his growing claws against her sensitive flesh, but perhaps the most exciting change was the burst of muscle that inflated his arms, giving him a sense of physical power than he'd never known before. Just feeling the tension running through his muscle fibers, Rock couldn't help wearing a grin; he knew that he was just getting started, as Nala gave him an assist.

Her claws raked down the front of his shirt just in time to allow his fur to flood across his skin, and just beneath that, muscles pumped into existence where there were so few before. A rippled, chiseled abdomen stole her excited gaze, and her jaw literally dropped when she saw his chest growing up and out, spreading as if entire years of bodybuilding were revealing themselves in a matter of minutes.

It was frightening how fast his muscles were growing, and they weren't the only thing changing about him: his face was already shifting shape, and as much as Nala wanted to force her excitement onto him, she gave his muzzle room to grow into the proper form that it was now destined to take before she leaned in again. She silenced his whimpering with a new level of intensity in her touch, and where their second kiss ended prematurely, this one endured the duration of his changes, from the top of his mane to the very bottom of the paws that were growing out from his barren feet.

Fur grew in across his body and coated him with a new sense of warmth, though it was greater nowhere than the pit of his crotch, where Nala was already fishing around. She appreciated the smooth, subtle tip of the human cock she found, but there was new excitement in stroking the feline barbs that were gathering at his changing tip; she worked his precum right back into them and held his length as it went stiff against her grasp, revealing just how much he needed her when he remained too shy to say it out loud.

She was growling into his lips, swirling her tongue upon his own and forcing him to deal with the tickle of her saliva within his own. Her love was violent and visceral, existing as much as an experience as it did a sensation...and it didn't come to such an abrupt end, as Rock's transformation did.

Much to his chagrin, he was still a foot shorter than the massive Nala when he was completely changed, and the muscles that he was so quick to be proud of remained smaller than her own, cementing how easy it would be for her to keep control of the former human.

"This will do just fine," she whispered into his lips, refusing to break the kiss before she was done, this time. She was introducing him to the intricacies of kissing with a muzzle while stroking his member, and finally, the bulk of her wrist forced his belt to snap; his pants dropped to the floor, and nothing remained to stop her from taking whatever she wanted from the smaller lion.

In her mind, that still counted as a reward for his kindness, and with his confessions still fresh on the back of her mind, she knew he wouldn't object to the feeling of her warm, slick juices upon the tip of his member, even if she was the one taking the lead.

Without ever breaking the kiss, she stepped forth and pushed her hips toward his own, forcing the precum soaked tip of his cock to glide against the slippery part of her petals. She felt him moaning against her sensitive lips, but she still refused to break the kiss just then, wanting to know how far she could go before he finally begged to moan her praises aloud.

She was both impressed and frustrated with his tolerance; she was going to love the work that it took to break him down, but her impatience left her juxtaposed.

Come on, she thought, rubbing her cleft against the tip of his already drooling member. She kept her thighs pressed tight to his own, giving him no other path forward than to penetrate her...but he was still overwhelmed by everything that was happening: he could hardly accept that his plush had come to life, or that a similar fate had befallen him in the form of a new body.

Catching up with reality was going to take him some time, but Nala, in the form that she took, had been waiting almost three decades for a chance to act on the sensual fantasies that Rock shared with her in the privacy of his bedroom.

To say that she was_just_ pent up would be a terrible understatement.

"Still not enough? You're still holding back?" she asked, keeping her lips right in place on his own so he'd feel every velveteen stroke of her flesh against him. "If you're so stubborn; so chaste...allow me to offer you a temptation that you can't resist."

So far, Rock was oddly proud of himself for not giving in, but he was struck with his own conflict, knowing that he should have pushed up with his hips long before then.

Nala, however, had given him more than enough opportunity to do just that...and as much as she'd been holding the reins in their interactions, she was getting ready to whip them down on his shoulders.

"Get on the floor, or I'm going to put you on the floor."

That whisper tickled his flesh yet again, but the moment the shiver faded from his muzzle, he felt her fangs poking in against his tender lips. She pushed with enough force that she could have drawn blood, but she had a great sense of how much the newly made lion could take, and that aggressive nip was just enough to bring him down to his trembling knees.

Pushing him by the shoulder and moving him from the wall that once held him, she moved him flat onto his back and stood over his face, allowing him to gaze up into the majesty of her womanhood for a moment. He couldn't hide a nervous gulp at what she might do with that advantage, but she teasing him with inaction this time.

She stood just long enough for a single drip of her natural arousal to fall down to his face, and as it eased down the front of his nose, he was paralyzed anew by the heavenly scent of her arousal. Every fiber of his being was screaming at him to lean up and go in for a taste, but where he needed a minute to gather the gumption to do so, Nala only gave him a few seconds to react.

"...We'll make a proper pack leader out of you yet," Nala said, sighing through her words. "Once we do, we can give you a proper coronation to go along with it...but this one is gonna be mine."

The queen was no longer waiting for her king to take his rightful place, or his rightful prize. She turned the tables on him and made him into her own conquest; conveniently enough, his cock was still standing at attention for her, and the glisten of her first sensual kiss upon it still remained, joined by a healthy trickle of precum.

"Take some notes, Simba," she teased, letting the weight of that name hang on him each time she used it. "When a girl has been waiting twenty years for her chance to be penetrated...you don't keep her waiting."

Her knees hit the floor so hard that it had to sting, but Nala didn't show an ounce of discomfort at it. The room shook around her drop, and Rock gulped again as she let her soaking petals bounce against his chest, as if she were marking him with the arousal that she felt.

Rolling hips weren't going to waste time with grinding on his fluff, however.

"Don't you see how wet I am for you?" she asked, letting her passion escape through her words as she draped her paws over his shoulders. He gave a breathless nod, but that didn't slow her progress as she eased back on her knees little by little, until her breasts were pressed into his muzzle...and her petals were kissing around the tip of his drooling rod. "Don't you feel how much I need you, Simba?"

After the long and lewd display she'd offered to him, Rock knew he wouldn't be able to match her intensity with anything he'd try, but at the very least, he could thank her for those same efforts.

Paws were still trembling as they lifted from the floor to cup her backside, and his member was twitching as he angled his hips, but that little shift was all it took for his length to finally penetrate her needy folds and grant her even an ounce of the pleasure that she'd already given him.

"Just as m-much as I need you, Nala," he confessed, unable to hide the stammering nerves from his words. "And I'm ready for you..."

She blinked, more at the disbelief that he was finally pushing back against her than the bliss of the penetration itself...but she still trembled as she rolled herself back onto the head of his member and engulfed it. She was tight, but the soaking anticipation of her womanhood coated every inch of his impressive tool, before she took a proper seat in his lap, like the queen she was.

Every inch of his cock had disappeared inside of her, and for finally showing a little backbone, Nala had already decided that she was going to work the smaller lion until his hips were turned to dust.

"You certainly are," Nala murmured to him, letting the weight of her breasts hang in his face; she had a feeling he'd catch on to what she was after before too long. "Twenty years of waiting...that means twenty sessions this weekend, right?"

Rock was already moving up to suckle one of her thick, tender nipples when his eyes went wide, but she pushed down and forced him to take the whole of it in his mouth, despite the shock he felt at her bold request. Going once or twice would be enough to wear him out, but as far as Nala was concerned, if she was the one in charge and he didn't speak up soon, he didn't get a say in the matter.

She knew he wasn't foolish enough to complain about such a tall order, and if he couldn't answer because he was too busy sucking her tits, well...to her, that was just a technicality.

"Don't worry...I'm not gonna put you through that kind of an endurance test just yet," she assured him. As she teased his ears with her voice, she took his length quite easily on the second pass: she was starting a rhythm that was slow enough for her to feel his every inch throbbing inside of her at the bottom of a thrust, while learning the unique shape and texture of his tool as she moved toward the top of the motion. "But don't underestimate me when I say that I'm gonna wear you out this weekend, Simba."

Grabbing the warm, dark crimson on his mane and dragging her claws through it, Nala gave Rock just a hint of the passion that she truly felt for him in a brief stroke. Her hips were moving with a mind of their own, swallowing up his tool and letting it breathe again only in the slightest, but up above, she kept his head hugged into her chest and made damn sure that her breasts were getting the attention they deserved.

She wouldn't have guessed that they could be so sensitive when they were still brand new, but the momentary gap that came when Rock switched from one ticklish nub to the other felt like an eternity; she didn't know how she'd ever live without the swirl of his tongue upon her breasts.

Shuddering upon his length with a perfect blend of oral and vaginal delights, Nala finally went into the next gear with her hips and showed Rock how much of a warmup the first few minutes really were. He was glad that she'd stuffed her breasts into his face; he couldn't imagine any verbal praise that was worthy of her performance, but beyond that, she muffled his passionate moans, keeping him from turning too bashful at the moment of truth.

Skilled, gripping walls wouldn't allow his timid nature to keep her from feeling the rush of his vitality, no matter how shy he felt at the moment of their shared peak.

"You're getting me close, baby," she whispered, letting her moan tickle over the round, tender flesh of his ear. Her tongue followed the trail of her steamy breath, until a thin shimmer of saliva rested on the spot she'd tasted. Her fangs sunk past his skin as she held him there, and just as she hoped, he suckled that much harder at her chest, as if that would dull the sharp, sudden pain. "You feel so f-fucking good inside of me, Simba...yes... yes, serve your queen!"

She might have been talking to Rock as though he were a king, but her actions made it clear who was really in charge. The floor beneath their bodies took a pounding as her full, thick rump slammed down upon his thighs, shifting the roll of her hips into an outright thrust. Her womanhood was squeezing tight every time she felt the whole of his length inside, but she was moving quickly then: such moments were as fleeting as they were blissful.

So many deep, fulfilling thrusts in a row left both of the pair teetering on the edge of orgasmic delight, but right when he felt Nala's inner walls fluttering around him, Rock couldn't help noticing something else on his person.

"I want to see it...that wave of pleasure washing over you when I make you cum, baby..."

He was forced away from her breasts: the back of his head bounced against the floor as she stared him down, and the intensity from her gaze kept him pinned where he was. Holding still on his member, Nala squirmed from side to side and rolled back and forth, but the clench of her skilled muscles ended up stealing the show...and the very first eruption of feline seed from his cock.

"Shit, I...I c-can't..." Rock trembled his way through the first sample of his release, but when Nala felt that delightful warmth squirting up into her womb, she made her intentions known first with a sinister grin...and then the scrape of her claws on the floor as she braced herself and began pounding the last of her energy into the transformed lion.

Her entire body shook, from the toss of her breasts to the supple movement of her backside. She'd been saving the highest gear for the final moments, and as her orgasm struck, her inner walls clamped down...but she just kept going, fucking him right into the floor and claiming him as her personal breeding toy.

Rock was breathless, struggling for air as he watched on in disbelief. Nala took a more direct approach to her pleasure, reaching up to cup her own breast and squeeze it with renewed intensity as she worked herself into a frenzy, sending errant strands of her lover's cum down to the floor in a growing puddle of mingled moistures.

"That's it...b-baby, that's the way! Yes! Gimme just a little more!" she demanded of him, feeling his gentle thrusts against her inner thighs. That tiny bit of effort was all she needed to bankroll her first climax right into another; Rock felt his lap getting soaked with streaks of her own ejaculate as she offered the very last of herself to the kindhearted soul that brought her to life.

The panting, trembling mess of a lioness that remained atop of him finally went still when her body decided that it was satisfied...but there was no telling how long that would last.

**

The unusual transformation took place late enough in the evening that Rock was able to convince Nala that they should get a proper rest before going through with another round, and though her spirit was telling her to do otherwise, she was still getting used to the limitations of a living, physical body.

It took only moments for her eyes to become heavy when she curled up in the bed with her newly transformed mate, and with her larger frame draped over his own, Rock didn't have much of a choice in the matter: they'd be asleep before too long.

"Mrnn..._mnn..._pinned ya again," she whispered into the crook of his ear, as she drifted off to a content, restful sleep.