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When he offered his uncle the chance to run away and never return, the older lion obliged and raced off. With the black maned lion admitting defeat and running off, the hyenas lost confidence and were promptly taken care of as well. The lionesses had fought harder and managed to scare the scavengers off. As the rain came down Simba had claimed the throne as his own. He had retaken the throne and his place as king, as promised by his father. Though Simba still didn't know where he was, he was determined to not let the kingdom fall into ruin again.

Scar's return was abrupt. He came strolling up Pride Rock with confidence, having a posse of hyenas accompanying him. The banished lion was standing a little taller and looking better too. Wherever he was had been kind to him, giving him the physique that appeared to rival or even outmatch his brother's. The protocol was to chase Scar off if he ever returned by the guarding lionesses. One of them sought to do so but found themselves quickly subdued and pinned underneath Scar. The lion wasted no time thrusting forwards, making the lionesses wail from being penetrated. Pained hisses quickly turned into heated moans while the dark furred lion rutted her, grunting deeply from the pleasure he was feeling.

Scar's goal was simple and direct. He was going to lay claim to the Pride Lands, starting with the lionesses. One by one, round after round, Scar mounted and bred each of the females, leaving the ones he was done with for the hyenas. The small group were left panting and stretched, cum oozing from their slits and tailholes. When they didn't return to give their report Simba ventured out to find them and was very surprised by what he found.

He asked who did this and when they responded by saying Scar's name, the golden lion felt a chill run down his spine. "Where is he now?" Simba demanded with a growl, refusing to let himself be afraid of his uncle. He had beaten him once and could do it again.

"He said he was going to Pride Rock..." one of the lionesses weakly told him.

"To pay Sarabi a visit," another revealed, also being in a state where she couldn't stand, lying on the savanna grass on her side with the cum of both lion and hyena still leaking from her holes.

"Mother!" Simba exclaimed. Fearing the worst he turned tail and raced for Pride Rock, hoping that he wasn't too late to stop Scar from reaching the lioness that raised him, the mate of his father.

Scar was already inside of Pride Rock's den, having Banzai and Ed standing outside as he sought out Sarabi. The lioness was resting, unaware of his presence. "My, what do we have here?" he asked, making her jump.

Recognizing his voice, Sarabi jumped to her paws and faced the lion that had been banished. She was shocked but didn't seem scared or angry. "What are you doing here?"

Scar just chuckled at the question. "As if your son would have kept me away for long. You always knew that I would come back for it all, including you." He stepped closer, having a flirtatious tone of voice and suave look on his face.

"Scar...things are different now. Simba's the king. He has a mate and-"

The male cut her off, pushing his muzzle against her's, leading Sarabi into a kiss as their tongues made contact, grinding and twirling against each other. The former king's mate melted from this. For a moment she completely forgot about the situation. The memories of private time spent with the black maned lion came flooding back.

"I've missed how you taste," Scar said when the kiss was broken. "From this end and the other..."

"Scar!" Sarabi said. She couldn't help but giggle. This was wrong but she couldn't deny that she had missed him. The way he would speak to her and tease her body and...

"And I bet you've missed this..." Scar said as he turned to the side and lifted a hindleg, showing off his loins. Jutting out from his sheath was a lioncock that was both much longer and thicker than average but that wasn't what made Sarabi gasp. It looked bigger than she remembered and Scar had been banished just short of two years ago. His balls were certainly larger too, hanging low and loose from his sheath, swinging even as Scar just moved subtly.

Sarabi's eyes were completely focused on pulsing lionmeat, its size and the barbs that lined the tip. Just observing it was making her body heat up and tremble. She felt desire flaring up within her, increasing as the scent of Scar's arousal met her nose. "It's so big..."

"Ah, you've noticed," Scar said. "Being defeated by Simba inspired me to train my body. Intelligence and strength, what more can you want in a lion? I may have also consulted a shaman to enhance my assets even further."

"What did you have to trade to achieve that?" Sarabi asked with a smirk.

"Never you mind about that," Scar said with his voice dripping with lust. "I'm here to reclaim what was always mine..."

He quickly got behind and mounted the lioness, his large cock swinging and smacking between Sarabi's legs. She shuddered from the feeling, feeling her heartbeat picking up. Scar was back in his usual position but he was clearly bigger and heavier, providing a sensation that was both familiar yet different.

"You've missed this, haven't you?" Scar said as he shifted his body, grinding his cock over her pussy but not penetrating it, purposely teasing the mewling female. "Tell me how much you've missed me."

"I have missed you. And I need you now, Scar!" Sarabi exclaimed.

Having heard what he wanted, Scar smirked and proceeded to shove himself inside of Sarabi, impaling the lioness with his cock. She hissed from the size, feeling her sex being spread even further than it had been the last time Scar had fucked her, wider than it had been in two whole years. At first she felt pain from the hard and sudden penetration but that didn't last long, melting into a strong pleasure that was making her whimper and moan.

Both stretched and filled more than she ever had been, Sarabi was all but paralyzed while Scar was burying the entirety of his shaft into her spread vent. He started out at a steady pace, humping his favorite lioness in a way that allowed them both to savor the pleasure while also allowing Sarabi to adjust. His paws wrapped around, holding her tight to him. Feeling his strength made Sarabi squeak, a sound she hadn't made in a long time. Her upper body was lowering a bit, front paws sliding outwards and clawing at the stone flooring. Feeling the shaft moving back and forth was sending waves of incredible pleasure through her. She was distracted from it for a second when Scar ran his tongue across her neck, the touch making her shake even more.

"Aah! Yes, Scar!" Sarabi panted, her sex clenching around the lionhood. This made Scar grunt and he was compelled to thrust even harder, wanting even more pleasure.

Watching this all taking place were Banzai and Ed. The pair of hyenas were made to keep a lookout. Scar knew that Simba would discover his presence so he appointed the pair to keep him from interfering. But the two had more focus on the scene before them. How could they not? They had stuck by Scar's side after the battle. All of them had been disheartened and the hyena clan split into two groups, one consisting of those still willing to follow Scar and the others being those who had lost faith and trust in him, Shenzi being among them.

Scar promised them the chance to be on top once more but permanently. The dark furred lion promised to do things differently this time, no longer relying on tricks to get the job done. Training his body, getting it as formative as his mind, Scar bided his time until he deemed himself ready to take back the throne the old fashioned way...

"Fuck, look at him go," Banzai said, feeling jealous as he watch their boss thrusting into the finely aged, moaning lioness.

Ed responded, speaking in his own way while also groaning. Though he was placed alongside Banzai to keep watch, the intimidatingly goofy hyena was instead jerking his hard cock to the sight before him. Banzai was erect as well but hadn't started pleasuring himself, instead wanting a piece of the action.

Hearing the sound of approaching footsteps, Banzai turned around and elbowed Ed to get him to notice it as well. They got into position to guard and were met with Simba running up, growling at the sight of them. But his display of aggression faltered when he looked beyond the pair of intruders, seeing his own mother being mated by his uncle.

Having a view from behind, Simba saw Scar's cock sliding in and out of his mother's sex. He gasped aloud when seeing his uncle's size, completely losing his composure. Banzai and Ed noticed this, the lion king looking further beyond them both, as if they weren't even there. He was completely locked in place, focused entirely on the mating felines.

"Well, well. Would you get a look at that?" Banzai said, directing Ed's attention to the golden lion's underside, namely the sheath between his legs. It wasn't just smaller than Scar's but something downright pitiful as far as lions were concerned, let alone a lion king. Poking out from the sheath was a pink, barbed point. The hyenas expected to see more as Simba became more aroused but all they got was another inch, pulsing in time with the king's heartbeat.

"Is that all the might Simba has to offer?" Banzai guffawed. Ed joined in with the laughing and that got Simba's attention. He then realized that he was fully erect and blushed.

"S-stop laughing!" the lion demanded but the hyenas had no reason to be afraid or to even listen to the feline. With a cock that small he was hardly a male at all.

"Even a meerkat is bigger than that!" Banzai said, making him and Ed laugh even more.

"Boys, what's going on back there?" Scar asked, hearing all the laughter coming from the hyenas.

"Oh man! You gotta take a look at this, boss!" Banzai and Ed came in and began shoving the lion into the den, ignoring his protests and attempts to get away from them. While Scar had gotten bigger and stronger it seemed that Simba had gotten weaker in those two years. Together they pushed Simba, managing to knock him over and onto his back with his hindlegs spread open.

"Ah, Simba. I knew you'd show up sooner or later but you've still managed to surprise me," Scar said, referring to the small cock between his nephew's legs. If that was what he had to compete with then retaking the Pride Lands would be easier than he expected.

"Scar! G-get off my mother and get out of the Pride Lands!" Simba did his best to sound commanding while still on his back but nobody was intimidated by him.

"Oh but we're having so much fun, aren't we, Sarabi?" Scar asked, prompting the lioness to speak. As Sarabi readied herself to answer, the lion thrust in harder and from there he made the pace much faster. Sarabi's ability to form words was snatched away as her body was being rocked by the hard and fast pumps. Right in front of Simba, Scar showed off the potential of his trained body. She cried out and squeezed down on the cock that was pumping along her walls, making her leak so much around it.

"Y-yess..." Sarabi managed to get out, the word being slurred as her eyes rolled.

Simba should have been furious and disgusted but he was stunned, still lying on his back with his cock throbbing and even leaking now, clearly made more aroused by the action taking place right in front of him.

"Mmm...Keep moaning out like that. Let everyone know you're being claimed by the new king," Scar said.

"W-wha?" Simba stammered.

"I appreciate you keeping the throne warm for me but I'll be taking over and making up for what you clearly lack," Scar said, his gaze being on his nephew's tiny erection. "The pride will never grow like that. And even if you can get it inside of a lioness, why would they want to pass down something like that?"

Simba growled but couldn't find the words to respond with. How could he protest when his uncle had a relative monster between his rocking hindlegs?

"Boys, keep Simba...entertained while I lay claim to my new queen," Scar said, nuzzling Sarabi's neck as he put his focus back on her.

Doing as they were told, Banzai and Ed came in from either side of the lion. They were smirking at the bigger mammal. Though Simba was higher on the food chain, the hyenas showed he was very much lacking. Even they had much bigger and thicker cocks than the lion king, both pulsing and leaking precum. Any lion could have easily outdone a lion but Scar was just able to outdo them all thanks to that deal he made with that shaman.

"Should be easy to take care of this, should it Ed?" Banzai asked as he reached out. The other hyena nodded and reached his paw out as well. Together they began to jerk off Simba. It didn't take much effort from them. The lion's small prick was sandwiched between their paws.

Simba couldn't help but moan, quickly folding to the pleasure that the pair of paws provided. While also pleasuring the small-cocked lion they were also stroking themselves with the other one.

"Bet you wished that was you, huh?" Banzai asked. "But you wouldn't know how to use something like that." They all watched Scar bury his inches in and out of Sarabi, admiring the amount of inches and thickness. Simba did find himself wishing that he had that size. Even when on top of his own mother he had never heard Sarabi moaning like this. Scar was making it look so easy too, smoothly pumping himself in and out, keeping the pace with no signs of growing tired.

Sarabi's moans were growing louder while Scar kept his cock plunged in deep past the spread lips. A mix of his precum and her juices were leaking down on the cavern floor. Thrusting even faster, making her voice even louder, Scar's cock was pulsing harder just as Sarabi's clenches became stronger and more frequent. She was all but hyperventilating when an intense rush of ecstasy came over her. Her cry out echoed beyond the cavern as she came.

Scar reacted by snarling and biting her shoulder, thrusting in hard again. He kept his cock planted deep as his barbs flared. In time with the pulsing of his cock came bursts of hot and potent seed. He deposited his essence directly into her womb, managing to do what it took Simba multiple rounds to do. Feeling herself being filled and seeded was enough to make the lioness cum a second time, splashing more of her ejaculate around Scar's cock. With another snarl, Scar pulled himself free, shooting the last of his load onto the ground.

The sight of that made Simba cum. Between the hyenas' paws and onto his own belly were thin strings of seed that just barely managed to make a mess. Not only did he have a small cock but he hardly released anything, certainly not enough to knock anyone up.

Scar sighed and eased himself off, leaving Sarabi still standing with her legs spread and her pussy dripping his lionspunk. "As promised, you can have a taste of her, boys. I'll keep Simba in line."

The hyenas perked up and traded places with the dark furred lion. Simba was still reeling from his climax as Scar sat down beside him, planting his paw down on Simba's still sensitive shaft, making him wince. "Now, now nephew. I'm sure we can still find a use for you. You've managed to keep the kingdom in one piece while I've been gone. That at least deserves a reward..."

"Mmmph..!" Simba shook as he watched Banzai and Ed mount his mother from both ends. Not wasting a second, the two pounded their cocks into the respective holes. With Banzai stuffed deep into the already bred pussy and Ed relishing the tightness of her throat around his cock, both were panting and drooling as they enjoyed their boss' leftovers, looking over as Simba with smug grins.

"Look at his tiny cactus twitch!" Banzai pointed out, noticing the way that Simba's length was pulsing against Scar's moving paw.

Ed said something that made Banzai cackle. "I don't know, Ed. Now I'm starting to think that a meerkat is too good for him!"

They continued to insult Simba as they fucked his mother. Even Scar was joining in, teasing and demeaning in his own way. He was making it clear that he was here to take over and also take everything that Simba had, starting with his mother.

"I do wonder how Nala has been. I recall you two were rather close," Scar said as he squeezed Simba's cock.

"Y-you leave her out of this!" Simba snarled but he was quickly undone by a series of rapid pumps, making his nephew moan and shake.

"I'm afraid you're in no position to make demands. Just be glad I'm deciding to keep you around...for now..." Scar said with a smirk. His next pump pushed Simba over the edge, just as Banzai and Ed howled, shooting their loads in Sarabi's awaiting mouth and pussy.

Simba was left panting as the hyenas and Scar traded places again, intending to go multiple rounds breeding the previous king's former mate while also milking Simba dry, making his already useless cock even more so.