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Kion, Bunga, and Beshte were gathered in the Lion Guard lair, wondering why they were called there. Simba had invited them individually but he was nowhere to be seen. He told them that it was something important, leaving the mammals in suspense.

"So. Why are we just sitting here?" Bunga asked, laying on the cave floor.

"I don't know," Kion admitted, looking over at his best friend. "But my dad called us over here for a reason."

"Why do you think this is about, Big B?" The honey badger turned his attention to the hippo sitting next to them both.

Beshte hummed as he tried to think of something. "Hmm... I don't know. But it could be something important..."

Kion was about to say something but heavy steps at the mouth of the Lion Guard lair caught his and the other guys' attention. The king of the Pride Lands, Simba stepped into the cavern and faced the others. The adult lion soon stood in front of the others and cleared his throat. "I'm sure you're all wondering why I've brought you here."

"Yeah, why did you bring us here? Is it something dangerous that only we can know about? Ooh, are we getting a reward for all the times we saved the Pride Land's butt?" Bunga asked excitedly.

"Well... I suppose it is a reward of sorts..." Simba said, chuckling to himself. "The reason I called you three here is because you all have been growing up rather fast."

Kion beamed in pride, glad that his father acknowledged how much bigger and older he had gotten. He had a lot of pride in how tall he was now and the small mane that started to grow in.

"You have all reached the special age that you start to go through changes. It's about time you all learn about the intricacies of mating," Simba said with a rather proud tone to his voice.

"Huh. I wasn't expecting that..." Beshte muttered to a blushing Kion.

"Well, what the heck are we waiting for? Come on, let's start the talk!" Bunga encouraged, much to Kion's dismay and Simba's surprise.

"A-alright," Simba said, clearing his throat. He wasn't expecting Bunga's...enthusiasm. "Well, mating is... Mating is... When a male and female love each other or a least like each other a considerable amount they might engage in mating. During mating the male gets excited or aroused. When he's aroused, his penis will get hard. And when it's at full length and hardness, he inserts it inside of the female. What she has is called a vagina. When she is aroused it gets wet, secreting a special fluid to aid in the penis entering. When mating but the male and female feel really good. After a while the male and female feel really, really good. This is called an orgasm. And with the orgasm comes ejaculation. When that happens for males a sticky, white substance comes out of their penis. This fluid is called semen or cum. The fluid is where cubs come from. If a male mates with a female of the same species and he cums inside of her he can get her pregnant. Inside of the female, the cub will grow until it's ready to be birthed..."

The listening males seemed completely lost but Simba was much too embarrassed to answer any of their questions. He just cleared his throat and continued on like everything was perfectly normal.

"A-anyway..." Simba continued. "Males and females aren't the only ones who can mate with each other. Two males can mate as well. The way two males mate is different. Rather than a vagina like a female, one male mounts the other, inserting his penis in the other male's anus, the hole underneath your tails. The anus can be dry and sometimes doing this can hurt so sometimes a male will lick against the other male's anus, making sure it's nice and wet before he mounts him. When the male on top ejaculates into the other there's no need to worry about getting him pregnant as males cannot be impregnated."

The other males just stayed where they were. Kion and Beshte had wide eyes as they stared at the king. Bunga, on the other hand, looked as if he already knew all these things and he just wanted to hear the king awkwardly explain it all.

"Aah, perhaps it's best if I give a little demonstration," Simba suggested. "How about we break off into groups? Kion and Bunga you two are a pair while I take Beshte."

The young males looked amongst each other, giving confused and nervous looks of their own. But they did as they were told. Beshte got up and walked towards Simba while Bunga scooted closer to the young lion.

"Don't worry," Simba assured Beshte. "Just follow my lead and you'll understand everything in time."

"Uh, alright..." Beshte agreed with a small nod.

"Alright," Simba spoke, raising his voice so it could be heard by everyone. "We're gonna start with something simple: kissing. It's easy. You just press your muzzle against your partner's. You can use your tongue as well. Let me show you. Beshte?"

The hippo's eyes went wide but he stood firm and gave another nod. "Y-yeah, I'm ready." Though Beshte was a hippo, he was still young and at the moment he was about the same height as the king, figuring that was why he was chosen as a partner for him. Simba leaned forward, pressing his soft, fuzzy muzzle against Beshte's. A small noise came from Simba as he pressed his lips against the hippos. Beshte copied Simba's action. He left very awkward and a part of him asked if he should even be doing something like this. But he started to reconsider as a strange warmth spread through his body. It was only made more intense when Simba slipped his rough tongue into the larger male's mouth. The lion's pink muscle found Beshte's wide, flat tongue and flicked against it, making Beshte make a curious sound of his own.

Meanwhile, Kion and Bunga stood side by side, watching the event before them. That was unti Bunga threw himself at the young lion, pinning him down to the cavern floor. There was a wide, toothy grin on the badger's face as he loomed over the lion. "I've been waiting a long time for this!" Before Kion could say anything for himself, Bunga already pressed his muzzle against the other male's.

Kion's mumbled against the other mouth, struggling a bit against his eager friend's advances. Bunga just closed his eyes and pressed his lips against Kion's making deep, rumbling sounds as he slipped his tongue into the lion's mouth. He pressed his mouth even closer, allowing to press his tongue against Kion's. Rather than holding the lion down, Bunga shifted his paws to instead rest on the young feline's chest. He combed his claws through the soft fur, murring against Kion as he finally got to live out his many fantasies. Kion had calmed down and realized that the kiss wasn't as bad as he thought it would be. Bunga's tongue was soft and so was his movements. The flavor that crashed against his taste buds wasn't bad at all but what made Kion relax were the sounds that Bunga was making. He never heard the badger sound like that before. Combined with the gentle combing through his chest fur, Kion closed his own eyes and allowed himself to enjoy his friend's touch.

On the other side of the cavern Beshte had eased into his kiss with the king. He gained the confidence to swirl his own large tongue against Simba's, giving deep moans as he did so. There was something so inviting and relaxing about the whole thing. Simba withdrew his tongue, leaving Beshte confused for a moment. But the lion returned, planting soft kisses on the hippo's muzzle in various spots. Beshte giggled against the soft touches. But Simba soon went back to kissing Beshte, slipping his tongue against the other male's with renewed vigor and even more intensity. It wasn't long before a bit of saliva ran down his chin and deep purrs rumbled from his chest. Beshte eased into the sensual act as well, pressing his own face closer to Simba's and giving deep comforted sounds of his own.

Kion and Bunga were even further into their embrace than the larger males. Both had their eyes closed, giving into the raw passion. The honey badger wrapped his arms around the lion's neck and raked his claws through the golden fur. Kion purred against the simultaneous pain and pleasure. His blunt claws continued to gently score against the lion's pelt, raining tingles down his spine. In turn, Kion placed his own paws on Bunga's shoulders, pulling the badger closer as well. The touch was unexpected by Bunga. It combined with the sensation of Kion's hot tongue and his deep purrs. It was much more than he could have ever dreamed. His eyes went wide and a deep blush spread across his muzzle as he felt himself growing between his legs.

At about the same time, Simba took a step away from Beshte, his own length growing between his legs. The king took it in stride, used to the way his body worked. But Beshte on the other hand had a scalding blush in on his muzzle. His eyes were narrowed and he tried to press his hindlegs together in an attempt to hide the red, tapered flesh that extended from his sheath. But Simba just chuckled and stepped closer to the younger male.

"Maybe it's time to take things to the next step," Simba chuckled. "You remember what I said? About how males can mate? Step a bit closer, Beshte." Beshte took a deep breath and stepped closer to the older lion. His heart was nearly pounding out of his chest, only working to make him fully erect. He stopped just a few inches short of the king. Simba could hear the heavy breathing coming from the nervous mammal and he just chuckled again, resting a paw on Beshte's shoulder. "Don't worry. Just hold still..."

Beshte did as he was told but that didn't stop him from letting out a nervous whimper. Simba slipped underneath the hippo, crawling low to the ground. He did it purposefully, making sure to brush the fur of his back against Beshte's belly. Doing so got a small laugh out of the gray mammal. Simba laughed as well as he slunk close enough to his target. The lion swiped his tongue over his pointed teeth, finding his prey. Slowly, he craned his neck and flicked his tongue at the red flesh. Above him, Beshte's eyes went wide against the steady licks. It was followed by a shallow moan. The tongue was rough but Simba had enough experience to make them pleasurable all the same. The licks started slow and long, dragging up the shaft from the tip towards the base. A deep tingle ran through the hippo and electric shocks zipped up his spine.

Feeling that Beshte was ready for the next step, Simba first planted a kiss against the twitching base. He opened his maw and slipped the red tip against his lips. Pressing forward, Simba easily enveloped half of the hippo's erection. He could take more but he was aware that it was Beshte's first time. He wanted to make sure that the younger male actually got to experience the pleasure he was receiving rather than making him reach his limit in an instant. Slowly he reeled his head back, dragging his tongue along the way. But that motion was soon followed by the lion pushing and pulling his head back and forth against the sizable length. Deep moans and purrs came from the king, he always enjoyed servicing other males but he never indulged in a hippo before. This was just as much a new experience for him as it was for Beshte. With a chuckle the lion reeled back, letting the thin tip fall from his muzzle. He chuckled and stroked at the now wet rod with his smooth, silky paw.

"How did that feel, Beshte?" Simba purred.

"That was...w-wow..."

Simba just chuckled and popped the thickness in his mouth once again, murring in own pleasure as his tongue wriggled and curled against the shaft's underside. Doing this got Beshte to give another moan. It came out as a deep snort from his nostrils. While the two large males were having their own fun, Kion and Bunga snuck glances at them while they kissed each other. Both the lion and honey badger's erections were fully extended and hard. Bunga's own rod bobbed between his legs and leaked thin liquid on the lion's stomach. Kion's barbed length twitched against Bunga's backside, making the honey badger blush harder than he already did before. Bunga broke away from the kiss, wanting to do something like Simba and Beshte were doing... He hoped that he would do something sexy like he always imagined but instead, the honey badger lost his balance and landed on his back with a thump. He grimaced, thinking he ruined the mood but Kion just chuckled and stood up, looking down at his best friend with a certain look. A look that Bunga never seen from him before. It reminded him of the look his uncles would give each other before they would disappear for a while. Now, it was clear to the badger what that all meant. While Bunga was getting lost in his thoughts, Kion eyed the honey badger's twitching pink length.

With his eyes full and curious, Kion lowered himself to the cave floor, laying down and hovering his muzzle over the badger's bits. Bunga's attention was back on reality as he felt the curling warmth on his package. He looked down and nearly yelped upon seeing the young lion's muzzle nearing his groin. Kion was a bit nervous as he sniffed at his friend's undercarriage. The first thing he did was press his nose against Bunga's soft, furry balls. The scent that filled his nose made him purr and his mouth water. On the other side, Bunga gave a chuckle against the tickling tingle that ran through his balls. That soon changed as Kion planted a small kiss on the furry, blue pouch. He opened his maw and slipped them inside, swirling his tongue around the sensitive orbs. Bunga moaned from the feeling, fighting the urge to kick his legs against the sucking lion. The feeling was nothing he ever experienced before. It didn't last as Kion popped the orbs from his muzzle. But he wasn't finished. He pressed his muzzle against the badger's loins, slipping his lips over the pink length. Glancing at his father, Kion copied what he saw and bobbed his head up and down the length. The flavor that hit his tongue was a bit bitter but overall it wasn't bad at all. There was something enjoyable about what he did, dragging his muzzle up and down the shaft. It brought a certain satisfaction, only made all the more intense by Bunga's moans that rang out and made his ears flick.

"F-feels...really...good..." Bunga mumbled through his own pleasure. Kion's rough tongue and the hot wet drool that dripped down his rod melted his mind, reducing him to nothing more than moans and heavy breaths. All he could do was grip the cave floor with one paw and with his other he gently stroked it through his own chest fur, allowing himself to lay back and enjoy the pleasure spreading through his body. But another suckle from Kion got a pleasured wail out of the honey badger, acting on instinct, Bunga humped into the lion's muzzle.

Kion was surprised by this but he took steady breaths through his nose and allowed himself to relax. He relaxed his lips and allowed Bunga's length to grind against his tongue, purring and flicking it against the twitching flesh.

"Mmrrph... So...soft and warm..." Bunga moaned, closing his eyes.

Nearby, Beshte was grunting heavily against the pleasure racking his being. Simba was working his flesh, licking, slurping, and dragging his tongue against the shaft as he bobbed his head back and forth. The king was enjoying himself immensely. His own barbed flesh leaked against the cavern floor, tingling despite no direct pleasure being given to him. The king put all of his efforts into pleasuring the hippo, purposely acting slow and making sure the pleasure the hippo felt was lingering. The king's methods were working perfectly, Beshte couldn't even speak against the spikes of euphoria that took over his body. From his tip came a slow dribble of pre-ejaculate that the lion collected on his tongue, swirling the sticky fluid in his mouth before he gulped it down. He could tell by the amount of fluid coating his maw that Beshte was close to his limit. The king figured that if this was going to be the hippo's first orgasm, then he would have to do it right. Simba took a deep breath around the girth and went to work, quickly slicking himself back and forth with all his strength and speed. Deep grunts and rumbles came from Beshte. The hippo raised his head and gave a deep bellow that echoed against the cavern's walls. Between his legs came that blissful, orgasmic wave. Along with it came the throbbing of his length in time with his heartbeat. From the tip came the gush of seed. It was hot and thick, a bit difficult for the king to swallow all at once. True to it being Beshte's first climax, there was a lot for the king to drink down. As soon as he swallowed more seed filled its place, ensuring that the king would be a full belly of hippo milk. Above him Beshte took deep, heavy breaths. His legs were shaking but he stood firm against the mind-numbing pleasure. He rode it out until it slowly faded, leaving Beshte feeling rather satisfied. Below him, Simba slunk from his position, brushing his back fur against the hippo's belly fur.

Simba just smiled at the huffing hippo and pressed his lips against the larger mammal. Beshte's eyes widened as his mouth was filled with something warm, salty, and sticky. For a moment he thought of spitting it out but Simba was already swirling his tongue and the fluid collected on his tongue. Simba's deep purrs eased Beshte and he allowed his own seed to fill his mouth and coat his own tongue...

Kion and Bunga were still in full swing, the honey badger's body was working on it's own. About halfway through he sat up and placed a paw on the back of Kion's head while he humped into his muzzle, getting closer and closer to what he was sure meant he was going to pee. But the fluid he saw come out of Beshte clearly wasn't pee. It was something else. And from the look on the hippo's face and the sounds he made, it was clear that whatever that stuff was, it felt good when it came out. He wanted to do that too and by the way Kion was licking and drooling against his shaft and balls, it wouldn't take much longer for him to get there. Just a few more pumps was all it took for him to howl against the crackles of lightning that ran through his body. His legs jerked and his face screwed. Pairing with that, Bunga could feel his erection throbbing all one it's own. And against his tip he could feel something warm forming. Kion's eyes went wide upon feeling something salty and sticky coating his tongue. He panicked for a moment and opened his mouth, spilling the seed on the cavern floor below. But that didn't stop more fluid from spurting onto his tongue and slightly down his throat. Bunga gave a deep, relaxed sigh and pulled his softening length from his friend's mouth.

"T-that was amazing..." Bunga panted. Kion didn't respond right away, rather he was still trying to wrap his head around the fluids that still coated his tongue. But there wasn't much time to think about much of anything. While the young lion was distracted, Bunga dove between his friend's legs. Unlike Kion, the honey badger opened his muzzle and sunk his friend's length into his own maw. Kion's mind instantly went blank the moment the soft, wet muscle curled around his barbed shaft. Bunga worked to drag his muzzle up and down, swinging his tongue against the shaft all the while. The sudden heavy pants that came from his larger friend filled Bunga with pride.

Simba and Beshte finished their kiss by parting their muzzles, leaving a thick line of seed between them. The king chuckled and spread his hindlegs, "Now I need to be taken care of. Just do what I did, just be careful of your teeth." Beshte nodded and took a deep breath as Simba took a step forward and lifted his front legs from the cavern floor. Beshte held firm as those front legs landed against his wide muzzle. Between his lips slipped the king's rod. A deep sigh came from the adult lion as he easily pressed himself to his hilt. Beshte did what he was told. He thought of what it felt like when Simba licked and slurped against him. He drew his own wide, flat tongue against the king's length. A deep sigh of pleasure made his ears flick and told him he was doing something right. So he continued with his motions. It was better than Simba expected. The large tongue covered and swirled around his length easily, nearly taking his breath away. It was clear that the young male had a talent.

"That's it, that's perfect," Simba purred, rocking his hindlegs. His shaft slipped back and forth against the hot, wet tongue and the soft lips. Simba wanted to make it last as long as Beshte did... But the hippo's size allowed him to work the king with only half the effort. Simba grit his fangs, pumping his hips faster. From his barbed tip came strings of pre-ejaculate that tasted familiar to the hippo. As he realized it was the same liquid that came from him, a snarl was heard. Simba sighed deeply and his length pulses between Beshte's lips and against the hippo's tongue came spurts of lion seed that clung to the pink muscle. A salty flavor was all Beshte could taste as more and more seed sprayed against his tongue. It was easy for the large mammal to hold it all in his mouth. He didn't mean to but he ended up swallowing the seed down. Upon hearing the young male gulp, Simba purred, assured that Beshte had learned well.

Kion and Bunga were busy with one another. More specifically, Kion was panting and moaning while the honey badger lifted his head and pushed it back down the shaft. Deep grunts and moans came from Bunga as well. He was just doing what felt right and as much as he enjoyed having Kion suck him off, the blue badger wanted to pay his friend back and deliver that same pleasure. He picked up his pace, pushing himself as far as he could, gagging a little as the lion's tip hit the back of his throat. But he didn't let up. He curled his tongue around the tip, drooled down the shaft, and even pressed his paw against the golden orbs, adding to the lion's pleasure. Kion's purrs turned to heavy breaths. He dug his claws into the stone underneath him. His orgasm was threatening to overtake his body and Bunga wasn't letting up at all. Raising his voice and curling his hindpaws, Kion clenched his teeth and flicked his tail has he came from the first time. The young lion was sure he saw stars as his length pulsed and flexed. Bunga murred as his mouth was filled with something slimy and warm. Having lived with Timon and Pumbaa was used to eating creatures with a similar texture. Without a care in the world, Bunga gulped down the substance, finding its tart flavor rather tasty in a way. He licked and drank down the fluid until it was all lapped up.

Kion sighed as Bunga smiled and slipped the wet shaft from his mouth. The badger looked up at his friend and lifted himself up and pressed his lips against the lion's. Kion's eyes went wide as he lost his balance and fell on his back with a thump of his own. But it hardly mattered against Bunga's soft, wet kisses. He closed his eyes and wrapped his paws around the honey badger's neck, pulling him in close. They moaned against one another, allowing each other to revel and share their own pleasures.

Simba sighed, having dismounted Beshte. He shook his pelt and looked around. Beshte hand settled down and closed his eyes, preparing to take a nap. And not too far away was Kion and Bunga, laying against each other, kissing passionately and holding each other tight.

"I think you've all learned well... I'll leave you all to rest," Simba smiled before he departed, leaving the Lion Guard members alone.