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Simba had been reeling from the appearance of Scar and the events that took place that day. As he had been milked dry the black maned lion continued to mate with the lionesses along with Banzai, Ed, and other hyenas that were still loyal. By the end of the day, the Pride Lands had been taken over by Scar completely. All of the lionesses were bred and knocked up with his seed and they no longer saw a need for Simba. They had put up with his small cock for two years but Scar's return had given them all what they had wanted. Now they hardly wanted anything to do with him. In fact Scar had ordered Simba to sleep outside of Pride Rock and nobody else protested this. Hanging his head, the dethroned king slept outside, being woken up throughout the night by the sound of Scar pounding more lionesses...

The sleep that he managed to get was interrupted by Banzai and Ed. They got the golden lion to his feet and led him into the chamber of Pride Rock. By then it had been cleared out. Only a few remained inside and Simba was still too disoriented to really notice what was going on. When he managed to collect himself, the first thing that Simba saw was Nala underneath his uncle. His mate was purring beneath the big and strong lion. Scar's large lioncock was already hard and grinding over her sex but the tip didn't push in. It seemed that Scar was waiting for something.

"Ah, there you are, Simba. You've kept all waiting with your snoozing, isn't that right everyone?" Scar asked.

The rest voiced their agreement and Scar chuckled. "That reminds me, we have some special guests joining us this morning. Bring them in, Ed." The hyena nodded and scrambled out of the main chamber and out of sight. He wasn't gone for very long, returning with two others behind him. Simba gasped when he realized they were Timon and Pumbaa.

"Timon, Pumbaa! What are you two doing here?" the lion asked.

"I invited them here to join in the fun. They are a part of the kingdom, aren't they? They ought to know the new ways of things around here," Scar explained, relishing in his nephew's confusion. "How about you two get Simba...comfortable while I do the same for his...soon-to-be former mate."

Just like that Scar penetrated Nala, pushing his large cock into her pussy. Nala had seen and heard the way that her fellow lionesses reacted to Scar's cock but the dark furred lion hadn't mounted her, mating just about everyone but her. She had been feeling left out but Scar promised that he was going to make her turn special. Though she loved Simba, she also had her own needs that Simba admittedly seemed unable to satisfy. But Scar's cock was already scratching that itch and all he was doing was penetrating her. His inches were sinking deep inside of her, sliding further and further in. Her reaction was to cry out in a way that she hadn't ever before. It surprised Nala but her body was just responding to the pleasure that was being forced into it.

As she was starting to enjoy herself, Simba was pushed onto his back and held in that position by Ed and Banzai. "You heard Scar. Lend a Simba a hand. Looks like he really needs it." The golden lion's cock was fully erect but hardly stuck out from his spread sheath. Simba was blushing and squirming as Timon and Pumbaa came in from either side, using their hand and hoof respectively to stroke their best friend's cock.

"Look at that," Banzai noted, drawing attention to Timon's own erecting cock. "Even the meerkat has a bigger cock than you, Simba."

"I..." Simba stammered.

"Yeah, poor guy always...came up short," Timon admitted. "We just didn't say anything to be nice but it looks like the secret's out."

"I think it looks cute," Pumbaa said, at least trying to be nice.

"It's not supposed to be cute, it's supposed to be big and intimidating," Timon said with a groan. "Hate to break it to you, Simba, but you're never gonna get anywhere with this thing."

"Here that? Even your best pals are telling you it's small and pathetic. Just accept it already," Banzai sneered. Ed laughed and nodded in agreement. While they were all pointing out all of the flaws with Simba's anatomy, Scar had gotten his cock fully inside and he was roughly rocking his hips, pumping his length through her tight and wet passage. The dark furred lion was grunting from the pleasure he was feeling, every one of his pumps were returned with a firm squeeze from her sex. Nala's body felt better than he imagined and he couldn't wait to deposit his cubs inside of her. For the time being he was very much enjoying his position, utterly dominating her while Simba was watching, clearly turned on by the sight of his mate being used by someone else. He was stretching her from deep inside and bouncing his balls off her backside.

"Boy, she wasn't making that much noise when they were going at it," Timon said, referring to when Simba and Nala mated in the oasis. They had been watching from a distance and had expected more from their lion friend.

"I'm not surprised," Banzai snickered. He watched the way that Simba's cock was jerking in response to the stroking, leaking precum against the meerkat's hand and Pumbaa's hoof.

Their attention was back on Scar and Nala. The lion was thrusting faster and harder, making a series of wet sounds between them as his precum-slick cock was sliding in and out. Nala was panting from all of this, her body feeling like it was on fire. This was what she had been wanting for some time now, true pleasure that Simba couldn't provide her. Another hard plunge from Scar made her cum hard, squirting her juices onto the floor. Feeling her cum around his cock was enough to make Scar roar and thrust in again, plunging his tip past her cervix just as waves of cum came firing from his tip, absolutely flooding the needy lioness' womb. They moaned out passionately together, sharing the amazing feeling of satisfaction.

"Better than you imagined, huh?" Scar asked. Nala was unable to answer, not just because of the lingering sensations of her climax, but because Scar began thrusting again, making the mated lioness cry out all over again.

Seeing them going for another round was too much for Simba and he ended up cumming from his friends' touch. He shot just a few strings of seed that barely made a mess. "Is that all?" Banzai asked with a snicker.

"Seems like it," Timon commented.

"Talk about a waste of lion. Hmm, I think he can still be useful..." Banzai gripped Simba by the mane, making the feline hiss. "What do you say, Simba? How about you pay your friends back?" Banzai then explained his idea which consisted of Simba making himself useful by sucking off his old friends.

Though Simba wasn't on board with that idea, Timon and Pumbaa were surprisingly agreeable. The meerkat and warthog were already fully erect and had cocks that easily outdid Simba. Even as the lion protested, Banzai and Ed were overpowering him, getting the lion down on his belly while telling Timon and Pumbaa to sit back and spread their hindlegs.

While Banzai was holding Simba down, Ed gripped the lion's mane roughly and moved his head, first pushing the former king's mouth down on Pumbaa's thick erection.

"Oooh..." Pumbaa moaned, feeling his friend's warm mouth sliding up and down his cock. It felt better than he imagined. Simba's saliva was being left behind on his shaft, keeping the warmth lasting even as the muzzle was pulled upwards. With Ed guiding the way, Simba was forced to not just take it into his mouth but also into his throat as well. His gags were ignored by the others who laughed at his struggling.

"How does it feel, big guy?" Timon asked.

"It feels so good..." Pumbaa hummed, leaning back even more as Simba's muzzle bounced on his cock, coming down to press against his crotch before it was pulled back up by Ed.

"Wanna turn?" Banzai asked. Timon nodded and Simba's head was pulled up and off of Pumbaa's length. It was then pushed down on Timon's cock. While the meerkat's endowment was easier to take, Simba was still feeling shame and humiliation from being made to suck off another guy like this.

Simba had expected his friends to help him get out of this situation but they were instead moaning and even humping their cocks past his lips. He was made to go back and forth between them, taking some time to deep throat Pumbaa's girth and then Timon's maleness. He was tasting their precum and hearing them moan. All while that was happening, Scar and Nala were still going. The dark lion roared out as he came inside of Nala for a second time, spilling so much seed that it was oozing from her sex, dripping onto the floor.

Scar then finally pulled out and then got Timon and Pumbaa's attention by calling their names. "Would you two like a turn with her?" They were surprised to hear that but agreed, giving Simba a break as they stood up and approached the moaning and leaking lioness.

"Are you sure we can?" Timon asked, feeling a bit nervous as he stepped up to Nala's front.

"Go ahead. She won't bite, I assure you," Scar said. Timon and Pumbaa nodded. From either side they came in and penetrated her. The meerkat slipped his cock past the bigger mammal's lips while Pumbaa slid into the freshly bred pussy. As Scar promised, Nala didn't bite down on Timon. Instead she began moaning against his cock as Pumbaa began thrusting, so easily pumping his cock along the walls that were so slick and warm with virile lion cum.

"Oh, she feels amazing!" Pumbaa groaned. The moment he was fully inside the warthog couldn't stop himself from moving. Mounted on top and putting his weight down, Pumbaa got a better hold on Nala and kept thrusting hard enough to make sure that his cock was reaching as far as it could.

On the other end, Timon started out with slow rocks, testing out the feeling of Nala's tongue against his cock. Its texture provided a unique feeling that made him jump. When Nala began moving it on her own Timon couldn't help but melt against the rush of pleasure.

While they were having their fun with them, Scar watched as Banzai and Ed were picking up where the meerkat and warthog left off. Sitting side by side, they were making the lion suck them off, passing the lion's head back and forth between them. They would take hold of Simba's mane, gripping it hard as they would force his head up and down, moaning and hissing as they felt their lengths sliding and throbbing in the gagging lion's throat. Simba was forced to handle their size, more size than he would ever have.

"Fuck...you're no good as a lion, but you make a good cocksucker," Banzai groaned when it was his turn, maneuvering the lion's head while also thrusting between his lips, doing both in conjunction to get the length as far as it could reach.

Scar returned his attention to Timon and Pumbaa, smirking as they were fully using the lioness with no fear. "How does she feel?" he asked them.

"She feels amazing," Timon admitted.

"I'm sure it must feel even better than that, now that she's in no position to attack you," the dark furred lion said, bringing up the first time they had met Nala, being chased and scared for their lives. They hadn't thought about it until now but after what they had endured, the pair did payback and they began taking it out on the moaning lioness, both thrusting in harder and faster.

While Nala was being used and kept focused on the pair of insect-eaters, Scar was back on his friends, watching as Banzai and Ed continued to use Simba's mouth, taking turns with it, moaning and insulting Simba as they enjoyed themselves. Banzai was teasing the lion about his small cock and the dribbles of precum that were being left on the cavern floor. It was clear to everyone that Simba was excited about being made to pleasure other guys, even if he was being forced to do so.

"Well you seem to be having fun," Scar said with a smirk on his face.

"Wanna join in on the fun?" Banzai asked, looking up at the lion.

"Don't mind if I do," Scar said, sitting down in between the hyenas with his legs spread and large cock presented, its size immediately intimidating his nephew. With widened eyes, Simba looked up at the older feline.

"Don't be so scared, Simba. Just breathe through your nose and you'll be...just fine," Scar took hold of the younger lion's head and slammed it down on his cock, making Simba choke while he moaned from the pleasure. "And don't forget about my dear friends."

Simba reluctantly reached his paws out and took hold of both Ed and Banzai's cock. While his head was being moved, made to bob up and down his uncle's incredibly sized erection, Simba was also pumping hyenas' shafts with his paws, giving all three of the older males pleasure, hearing them all moan and mention his small cock and how he was better in this role than being a king.

"He makes a much better cocksleeve," Banzai said, tilting his head back as precum began leaking from his tip, being smeared back onto his length. Ed was in a similar position, enjoying the feeling of being stroked by the lion's big and soft paw. But the one having the most fun was certainly Scar, moaning and purring from the big tongue that dragged along the underside of his cock and the walls of Simba's throat.

Simba had been struggling to take it all at first but slowly he adjusted and found his uncle's size easier and easier for him to take. With the hyenas' cocks pulsing in his paws at the same time, the dethroned king was feeling a rising sense of excitement that struck him as odd and yet he continued to let himself be used. He even started moaning, much to the other's amusement. They all told Simba to go faster and he did that. While Scar was moving his nephew's head up and down with greater speed, the golden feline was pumping Banzai and Ed's shafts at the same pace, hearing all of them moaning out louder.

"Yes! Good boy... Now, here comes your reward!" Scar snarled and pushed Simba's mouth off and back, holding it open as his cock swelled and spewed cum. Even after cumming inside of Nala twice, the new king released a series of plentiful ropes all over Simba's muzzle and between his eyes. Still being stimulated by his paws, Banzai and Ed reached their limits as well and doused Simba in their loads, shooting spunk all over the sides of his face and his red mane, completely marking him with the hot and heavy fluid. The last of their loads were all gushed into Simba's open mouth, forcing him to drink it all down.

"Hold him down!" Scar commanded as he rose to his four paws. Doing as they were told, Banzai and Ed moved in and forced their weight against the lion. Simba wasn't struggling against them, still being dazed by the mouthfucking and loads he had taken. He didn't snap out of it until Scar was on top of him.

With no warning, Scar thrust forwards, letting out a deep moan as his large lioncock forced Simba's virgin rim to spread around it. Without worrying about Simba's feelings, the new king began rocking his hips, doing it roughly and rapidly. Every thrust was shoving more and more of his length in and by the time that Simba cried out, it was already too late to get the other lion off of him.

"U-Uncle!"" Simba wailed,dragging his claws along the stone ground. His body was shaking while it was being forcibly rocked back and forth in reaction to the large lioncock that was being jammed inside along with the force used to execute these thrusts.

Scar put his muscles to good use, using them to put more force into his thrusting, now plowing the entirety of his massive lionmeat in and out of Simba's tailhole. Going hard and fast, he aimed to utterly dominate the former king, holding him tight so he wouldn't be able to escape.

Simba didn't notice the words being spoken by Banzai and Ed nor did he notice that he was actually moaning now as Scar was ramming into his depths, touching spots that Simba knew he had. All of these new sensations were so overwhelming. He couldn't think straight. His moans became more pitched as Scar's cock reached so deep into his ass, making it expand further than it was ever meant to. Heavy pants were coming from his stuck-open mouth and the hyenas took the chance to jerk themselves off, having their tips aimed right there, ready to blow their loads directly over Simba's big tongue.

They all came together, first Scar shooting his loads deep inside of Simba. Feeling the heat and stickiness filling him up for the second time, Simba was forced into another climax that had him shooting more small amounts of cum onto the ground. The only thing keeping him from getting lost in the haze of lust were Banzai and Ed shooting their loads onto his already messy face and onto his tongue, giving him a hearty taste of Outlander spunk.

Simba's heart was still racing as his body shook, his hole clenching around the other lion's cock, still milking out loads that were shot into his depths. Ed and Banzai were smacking their cocks against his tongue, keeping the taste fresh and strong. But what Simba processed while coming down from his climax was Nala crying out for Timon and Pumbaa to shoot their loads inside of her...