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Makucha was stalking through the desert-like area that made up his territory, a significant chunk of the Backlands. He was split up from the other leopard to cover more terrain. They were all searching for someone to hunt, having experienced some poor luck over the last few days.

"Kion..." the leopard muttered, thinking back to the many times that the meddling lion and the other guard members managed to beat him. At this point he and the other Backland leopards were seen as fools.

"Leopards are supposed to be better!" he snarled to himself. Before the Lion Guard had just waltzed onto his turf without care more than twice. But it was after they grew up, eventually making it to the Tree of Life that really cemented his loathing towards lions. He followed the Lion Guard all the way to the sacred tree, only to be met with even more lions that formed a group called the Night Pride.

Now he was back home while the lions were out living in prosperity. Kovu and Kiara were ruling, Vitani led the new Lion Guard and Kion was far away, playing king for the Tree of Life. "Lions..." Makucha growled under his breath. "So mighty and superior...so regal and noble..." He kicked a twisted branch across the dusty earth, watching it skid away.

He was so busy pouting over his many losses to lion after lion. It was as if he was cursed or something. Being so lost in thought made him unaware of the hidden foe that was creeping up on him. It was another feline that had certain intentions, more evident when looking into his lust-filled eyes. Coming ever closer, the creeping feline looked the leopard up and down.

"Is that how you really feel about us? I'm touched..." the stranger spoke, finally making his presence known.

Makucha turned around and instinctively pounced at the opposing predator. His claws were out and he was ready to fight off the intruder. However the lion dodged the sudden attack with a surprising amount of speed. Makucha wasn't prepared for this and ended up falling hard, even skidding across the earth for a bit. Standing up and spitting the grit from his mouth, the leopard prepared for a second attack. The lion was just standing there so he lunged but missed the easy target yet again.

"I guess it's true what they say," the lion said, tilting his head to the side. "Leopards really do say 'hello' with their teeth."

Being taunted by yet another lion set the leopard off. He roared for the other feline to leave his territory before trying to attack the lion again. The other feline just stood there until he came in close, swinging his paw and cuffing the side of Makucha's face hard. The blow sent the spotted predator hurtling to the floor before snarling and lunging himself.

Their bodies met, rolling along the ground. As they fought their pelts were getting dusty but neither of them cared. They were too concerned about trying to snap their teeth on each other's hides, their paws striking each other over and over again. Eventually Makucha was starting to tire. This was unexpected, perhaps it was the lack of water or maybe it was his low morale from losing so many battles to other lions.

The most likely cause was his hunger. It was hard to put up a fight on an empty stomach and his strength was draining away fast. The battle was over when the lion's hind leg swept his own, getting him to fall hard, knocking the wind out of him. Makucha tried to stand but it was easier said than done, his legs shook and he ended up falling again. This time a heavy paw came down to keep him pinned down. On top of him was the lion, planting his weight down on the smaller predator, keeping him in place. When their eyes met there was a cockiness and arrogance that made him seethe even more.

The leopard struggled in vain against the lion but had to eventually admit defeat. It didn't matter how much he struggled, the intruder had him beat.

"Come on, keep struggling," the lion urged him. "It's pretty funny." Anger flared up within Makucha and he did just that, thrashing about with all of his might. He pushed and clawed at the lion's body, but none of his efforts managed to move the lion, even when his claws made contact. Having completely exhausted himself, the leopard went limp.

"That's it?" the lion asked. "That's all you've got. I heard Makucha was the strongest in the Backlands, but I should have known better. All of you leopards are weak..." Makucha flinched when hearing that. It had been some time since he heard from the others, did this lion already get to them?

His thinking was interrupted by a sudden lick to his muzzle. Makucha blinked from the touch while the lion just chuckled. "Don't worry, I know a way you'll still be useful."

"At least we don't depend on those furry whores to do the hunting for us, and not just..." Makucha wanted to say more but he was interrupted by the lion's foot putting more pressure down on his head, silencing him.

"What's the matter?" The lion asked, further taunting the defeated leopard. But Makucha just looked at the ground, just awaiting the stranger's final blow. Instead of replying with words, he just groaned and whimpered for the first time in his life.

"We both know what you are," the lion continued. He leaned in and whispered into Makucha's ear. His hot breath washed over the other feline's fur. "And I'm going to have a lot of fun with you."

The paw finally eased from Makucha but he couldn't stand, still too weak to support his own weight. Even more weight was suddenly on top of him, making him wheeze from the air being forced out of him yet again. The lion had lunged and landed on top of him, getting into a mounting position. Before the smaller feline could adjust, a sudden thrust shoved his barbed cock into the leopard's unprepared ass. A yowl was forced out of Makucha when he was entered. He struggled but the lion got a good grip on him, leaning in to whisper in the other feline's ear.

"I didn't properly introduce myself yet. You should know my name before I breed you into submission." The lion chuckled and ground his cock in deeper, forcing a moan out of the defeated leopard. "The name's Kikoa. Remember it, so you can scream it out when I pump you full of my lion cum!"

Kikoa proceeded to hump the leopard roughly, stuffing all of his spiny inches inside of the soft hole over and over again. His strength rocked Makucha's body, and he didn't let up despite the leopard's pained sounds. The Backlander felt his hole being spread and filled, the sensitive insides were being raked by the barbs, forcing tremors up his spine. Having been humping so hard and fast, Kikoa soon growled and began shooting thick ropes of his seed inside of the snug passage. Even when he finished unloading he continued thrusting, not even taking a moment to bask in the orgasm.

Makucha moaned and whimpered again from the feeling of being seeded. The lion's cock was still stretching his now cum-coated rear so perfectly. He wasn't going to admit it out loud, but Kikoa's rutting forced pure ecstasy through his body.

"Heh, listen to you," Kikoa chuckled. "Moaning and crying like some sort of weakling.... Makes sense though, you are a leopard after all!" He thrust in deep and hard, making the smaller predator cry out. "Now tell me what you are, leopard!"

Despite it all, Makucha still had his pride and he refused to give the lion full satisfaction. "Get it out of me!" He ordered, trying his best to sound threatening. But it didn't work. The lion's cock just began to drive in even deeper.

"Are you ready to admit what you are?" Kikoa asked.

"No! N-never, lion!" Makucha said, his previously threatening tone was starting to waver.

"Alright, suit yourself then." The lion leaned forward for extra leverage, pinning Makucha down with his paws. Despite him unloading earlier, the lion was just getting started. He proved that by suddenly ramming himself inside with a newfound strength. He pulled back quickly and jammed it all fully inside yet again. These motions were kept up but he was thrusting even harder and faster too, slamming his heftier body against the leopard's.

"Arrgh, fuck!!" Makucha finally screamed, losing what little composure he had left.

"That's right. Don't be embarrassed. After all..." he emphasized his words with long, deep thrusts that attacked the prostate directly. Makucha was forced to squirm from the feeling, his own cock starting to slip from his sheath. "You're an obedient, eager, and needy lioness. You said it yourself: a furry slender slut that hunts food for us too..." He leaned down into the other male's ear again. "...But I never got to hear that last part..."

"Come on! Tell me what I want to hear!" the lion ordered, spearing his cock deep inside of the aching hole.

"I'm a lioness!!" Makucha roared, feeling shame race through him.

"Louder!"

"I'm a lioness!!"

"Say it like you mean it!"

"I'M A SLUTTY LIONESS!!!" Makucha yelled at the top of his lungs, his words echoing through the Backlands.

"That's it, that's good lioness!" Kikoa laughed victoriously, grinning before baring his teeth. He lunged downwards, biting down on the leopard's neck. Makucha gasped from the pressure and instinctively released a growl. He ended up tilting his head so his new mate could get better purchase.

"I'm a dirty lioness who needs a good breeding!" The leopard moaned as best he could with the lion latching onto him. "...P-please..!"

Kikao held onto Makucha tight and his hips became a blur. He gave the spotted male exactly what he wanted. The lion bred him like a fertile lioness, pounding his cock deep inside of the soft and squeezing hole. Makucha had stopped putting up a resistance and began to get lost in the pleasure. He was forgetting about his pride and began to focus more on the pleasure felt from being thrust into so hard. His length was pulsing hard in between his hindlegs, leaking precum onto the ground underneath him.

The lion's swinging balls contracted and he came for a second time while still thrusting. Kikoa growled into the other male's scruff, his teeth being just shy of breaking the skin. His cock erupted and began letting loose a steady stream of lion seed. He came even more than before, pumping loads that traveled deep inside of the no longer fighting leopard.

Kikoa kept himself hilted until he finished seeding his new leopard slut. He released the scruff and was quick to dismount, ripping his flaring barbs free from the soft hole. The lion stood just before, taking some time to marvel at his work. Makucha's stomach was slightly bigger from the amount of cream that had been pumped into him and his hole was puffy from the rough breeding. It was slightly stretched open and began to leak cum, dribbling down his balls and the length of his still hard cock.

"Stupid leopard!" Kikoa growled, walking in front of him. "Say it! Say you're my lioness and I'm your king!"

"I'm your lioness...and you're my...king..." Makucha whimpered.

Kikoa grabbed the feline's face, lifting it to eye level. "And what's a lioness' job?"

"Hunting for food and being the king's...soft slender whore..." The lion forced himself to say it, dragging his claws along the earth. Every word felt painful for the prideful and arrogant leopard.

"Well, that's right..." The lion put Makucha's head back into the ground before speaking. "Maybe I will have you hunt later...but for now... turn and present yourself to me, my mate."

"Y-yes, my king..." Makucha replied. The lion had his paw held out and he leaned in to lick it, dragging his tongue over the musky paw a few times before doing as he was told. Starting to get more into his subservient role, Makucha smirked proudly as he presented himself to his new king. He bent his upper half down until his chest was close to the ground while raising his rump higher and higher into the air. For added measure he wiggled his hips and moved his long slender tail out of the way.

"Does this please you, my king?" Makucha purred. He quickly got his answer because he felt Kikoa's weight on him as the big cat wasted no time in mounting him. His body shook with pleasure just from feeling their fur rubbing together. This is what leopard's were supposed to fear and dread, living underneath the lions. It was why they moved to the Backlands, a place where they could take control. But he should have known a lion would come to take this area over eventually.

Makucha arched his back to meet Kikoa, letting the lion get a tight grip on him with his front paws. He felt the hot flesh poking around his backside, moaning softly as he felt it finally touch against his recently used hole. It made his body shudder in anticipation.

"W-What... What will my liege do?" the leopard asked, grinding his ass against the other feline's erection, rubbing the cum that was leaking out against the length.

"Well, my pet..." Kikoa whispered in Makucha's ear. "I'm going to breed you like a mate should and I'm going to spill my royal seed inside of you. You'd like that, wouldn't you?"

Makucha moaned and arched his back even more against the lion. "I... my king!" the leopard still had some hesitation within him.

"Speak up, kitty!" the lion yelled, slapping the leopard's snout once again, gaining his full attention.

"I am your lioness... your mate that's ready to serve you. Use me as you see fit!" the leopard said, falling back into his desire for more.

Kikao chuckled. It was no wonder he saw the leopards as weak. "You'll make such a good mate," he rumbled, licking his fellow predator's neck. "You would do anything for your king, wouldn't you?"

Makucha shook as his entrance was finally breached by the Kikoa's tip. It slid on slowly, stretching him slightly before pulling out again. Then it was pushed back in, teasing and making him squirm.

"Yes, my king!" Makucha cried out. "Your mate... your pet will do whatever his mate desires. I will service you and be your obedient lioness. I will accept your royal seed, my king... I will do anything for my king! Anything! Please... Please! Breed me!"

Kikoa smiled, happy that the leopard was finally broken. Makucha quickly grew desperate to feel it, suddenly his body backwards. His tailhole stretched wide and readily accepted the lion's dick, swallowing up the full length. The leopard-lioness gasped in satisfaction as Kikoa groaned. The lion then growled and nuzzled into the other's male's rough, spotted coat.

"My king!" Makucha whimpered, muttering under his breath in a full defeated voice. "I'm sorry... I was so weak...my king. So big... It's so good... I'm so weak... Ahh!!"

Kikoa silenced the leopard with a strong, deep thrust that directly struck the right spot. Makucha cried out as his ass was claimed yet again. "Quit your sniveling!" the lion barked as he broke into a steady rhythm. "It just shows that you're a weak predator... not a true feline male but a subdued female who offered her tail to someone bigger and stronger. Now let's see how big of a slut you can really be!"

The leopard cried from a mix of pleasure and pain. Despite the two previous rounds, Kikoa still had weeks of pent-up lust from traveling so far to the Backlands. He hardly fucked the sore hole, pounding into it with his full length while his maw eased down to take in the leopard's scruff. It was a rush of pleasure and domination. It was so intense for both of the horny animals. As the lion ravaged his new mate he picked up the pace, raking his flaring barbs along the soft and squeezing walls. Kikoa growled as he felt his limit approaching from his hard and fast rutting.

With a domination grunt, he placed both his front paws on Makucha's head, pushing it into the dirt. Fueled by his instincts, the leopard steadied himself, planting his wobbling legs onto the ground with newfound stability. He raised his rump higher and pushed back against the lion's thrusts. From this new position, Kikoa was able to reach deeper inside of the other cat. He plunged his cock deep inside of the leopard. Makucha, acting like a good lioness, took everything his partner gave out. It pleased the leopard to no end, and he moaned from the next strike to his prostate. Having endured two ruttings before, he began to cum hard, shooting thick ropes without any direct stimulation to his cock.

"Oh yes! Perfect!" Kikoa bellowed, humping against the tightly clenching walls. He rode out the increased pleasure, feeling his own climax coming ever closer. "Yes... Yes! Yes!!"

Kikoa roared at the top of his lungs as he plunged in as deep as he could into the leopard's rear. Makucha cried out as well, digging his claws into the loose earth as he felt his insides being flooded with the lion's virile seed yet again. Kikao continued to thrust into the other feline, pounding the cum-filled hole to extend his orgasm, making sure that every drop was dumped into his willing pet. This lasted for over a minute before the lion's balls were drained. Being satisfied, Kikoa fell back. His spent cock pulled free of Makucha and the spotted feline collapsed to the ground, exhausted from the experience.

He looked down at the abused leopard, grinning to himself. "I'd always knew our competition was weak. But you're broken now, just a spotted lioness." He turned around and kicked sand into the leopard's face, making the other feline cough and gag.

A few steps away, the lion turned around to the still lying Backlander. "I'm the new king of this place. You leopards are going to be my lionesses, but you're going to be my own personal fuck-toy. So be a good girl while I get the others..."