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Timon and Pumbaa were enjoying themselves as usual. The entire day was spent with them doing whatever they wished; hunting for grubs, taking a few naps here and there, and taking long soaks in the hot springs. For them it was another day in paradise. But soon enough the day was coming to an end, leading to the rise of the high, bright full moon.

The meerkat yawned and stretched as he approached the hot springs, finding Pumbaa there, taking another long soak. The heated pool sat perfectly underneath the moon's glow.

"Oh, there you are, Pumbaa," Timon chuckled.

"I've been here the whole time," the warthog said as he sat back in the water.

The meerkat paused for a moment. He heard a series of rustles in the Falls, and thought they were the cause of his partner hunting around for more grubs. But to hear that Pumbaa had been in the pool all evening...

With a shrug, Timon dismissed the idea, figuring that it was just the wind messing with him. Pumbaa encouraged him to join, seeing that there was something bothering the smaller male. Taking him up on the offer, the other male dipped into the water, making a long sigh as the hot, bubbling water did well to quickly ease away his slight worries.

The two continued relaxing, bathing in the warm water and under the glow of the moon high above. Again, Timon heard the sound of rustling and became even more uneasy.

"Is something wrong, Timon?" Pumbaa asked, noticing his partner's unease.

"It's just..." Before the meerkat could finish something burst through the foliage, making Timon jump out of the hot spring and to his feet.

"Uncle Timon, relax. It's just me." Stepping into view was Bunga, the honey badger that had been taken in by the duo some time after Simba became king. They had watched him go from a young cub to an adult that had never lost his spunkiness and spontaneity. Having him as a member of the Lion Guard, being the Bravest.

Bunga decided to come back to the Falls and surprise his adopted guardians. It had been a while since he had seen them. The Guard was often busy with various missions and it was more efficient to stay at the lair just in case an emergency occurred. But things had been quiet and Kion dismissed the Lion Guard members. He was back to be in the Falls again and joined the others in the hot spring.

The trio spent a small while talking, catching up and making plans on how they would spend the next day. One by one they got out of the water and dried themselves off. Being back in the Falls after such a long time, Bunga wanted to eat some of the grubs that could only be found in the environment. He excused himself and raced off to find some, leaving Timon and Pumbaa to chuckle.

"Aah, what are we gonna do with him?" Timon asked aloud.

"I've got a few suggestions."

The warthog and meerkat froze when they heard a familiar voice. Timon felt a cold chill running down his spine, finding that he was stuck in place. When they dared to turn around the smaller mammal's heart skipped a beat when he caught sight of the one speaking. Standing out in the open was a trio of hyenas, very familiar hyenas. The ones that were right there with Scar until they were betrayed and then banished back to the Outlands. With them gone the Pride Lands had been able to recover and Timon was able to breathe easier. The presence of any hyena was enough to make the pair uneasy but coming face to face with these three in particular had him visibly trembling.

Just having three hyenas here was bad enough but now they were huge. Timon felt even smaller and Pumbaa wasn't in a better position as he had to look up just to meet Shenzi's gaze. All three of them were the size of a fully grown lion like Simba if not even bigger. Muscles were barely contained beneath their pelts and even larger fangs showed as they all sneered. The scent of them struck the pair. It was simultaneously offending and intoxicating. There weren't many opportunities to get a good bath in the Outlands and the hyenas had grown used to being unwashed and smelly. In fact they incorporated it into their culture; those with stronger scents having higher favor. In their enhanced forms, the hyenas' musk was greatly intensified, able to quickly waft outwards and it also seemed to affect others like an aphrodisiac. On the way to the Falls, the three tested their new bodies out on a few Pridelander prey animals. They had some fun with some antelope before filling their stomachs with prime meat.

Though the main exit way was blocked, Timon and Pumbaa knew the Falls better than anyone else. There were more ways for them to escape but they were further away. The hyenas seemingly knew this as their muscles were bunched, ready to propel them forwards in case they needed to give chase. But so far the pair of prey animals just stood there.

Shenzi chuckled before he spoke, shocking the Falls' inhabitants further by revealing his much deeper, masculine voice. "Well, well, well. Looks like we have a couple of trespassers."

"T-trespassers?" Timon repeated in a meek way.

"Yeah, this looks like a good place to set up before we take over the Pride Lands," Shenzi said, outwardly admitting his and the rest of the Clan's goals. They knew that the Falls were just a small part of the greater oasis that stretched far and wide, a land of prosperity that rivaled the Pride Lands itself. Shenzi also knew that it was a neutral land that anyone could inhabit as long as they agreed to live in peace with those sharing the land. But the hyena's leader aimed to take over the land completely, making it the first step of their conquest and revenge.

"You know what we do to trespassers?" Shenzi asked. When he did, Banzai and Ed stepped forwards, chuckling darkly while baring their fangs.

"Stay away from them!" The hyena trio turned their attention onto Bunga, who came rushing in, standing in front of Timon and Pumbaa. He took on a defensive stance, showing no fear against the larger and stronger hyenas.

"Bunga!" Timon shouted. He couldn't believe what the honey badger was doing. Even if Bunga was the Bravest, this was a downright stupid thing to do, especially since Timon still couldn't discern the hyena's intentions. They wanted to take over the Falls and Oasis but was that all? This was their home but there were plenty of places to go. It wasn't worth fighting for in his mind. There was no telling what would happen if they put up a fight. What Timon did know was that it wouldn't be good for them. The hyenas were much too large and strong now. There was nobody around to match their size or numbers. He wouldn't let Pumbaa or Bunga get hurt or worse.

"Bunga, stop!" Timon commanded in a stern tone of voice.

"But, Uncle Timon-" Bunga tried to protest but Timon cut him off.

"No! Just let them have what they want," Timon said firmly.

"Do what he says," Pumbaa chimed in.

Bunga sighed and stepped down, clearly unhappy to do so.

"Glad to see that at least one of you doesn't have rocks for brains," Shenzi said. "Heh, no offense, Ed."

The hyena in question just giggled, swiping his tongue over his chops.

"Yeah, you're right. We've wasted enough time already!" Shenzi said.

At the same time, the trio pounced and it took hardly any time or effort for them to pin Timon, Pumbaa, and Bunga down.

More than the others, Timon felt the weight pressing down on him.

"W-what are you going to do?" Timon dared to ask.

"Don't worry, I'm not gonna eat ya," Shenzi said. "Even the pig is barely a mouthful for us at this point. But I do recall something you said once. Something about wanting to marry me?"

Shenzi continued to watch Timon struggle uselessly against a single large paw. When the meerkat stopped it was because his eyes caught a glimpse at what was between the hyena's legs. Of course he was used to seeing a sheath and balls between a male's legs but that was just the thing. As far as Timon knew, Shenzi wasn't a male. She was the leader of the hyena clan, the sole matriarch amongst a sea of male hyenas.

But what he saw was undoubtedly a male hyena cock that, while only half erect, was absolutely massive. Timon couldn't stop himself from gawking, now asking himself if Shenzi was actually a girl or a guy and also if they had been secretly part zebra this entire time.

"Oh, you've noticed it," Shenzi said with a chuckle. "Yeah, there's been some...changes...lately. If you're curious about it, how about you get a better look?"

Shenzi eased his paw off, knowing that Timon wouldn't be stupid enough to run off and leave the others alone. Taking advantage of that, he replaced the weight of his paw with that of his cock. Timon groaned as the fat, heavy flesh was smacked down on his entire body. It was hot, sweaty, and pulsing, filling his nose with an offending odor that made him wince yet it was also making his mouth water. The musky smells of Pumbaa and Bunga's musk was nothing compared to the intense headiness that clung to Shenzi's cock alone.

It ran the length of his entire body and much further, smearing its sweat into the meerkat's fur. Timon thought Pumbaa's scents were intense but Shenzi easily outdid them in such a short amount of time. The meerkat's senses were overwhelmed and his very body wasn't sure how to respond: with disgust or excitement.

"Ooh, that feels pretty good," Shenzi admitted, gaining some pleasure from the smoothness of Timon's body and the warmth of his fur. Getting it damp with his sweat was making it even better. It got the leading hyena wondering how good the meerkat's insides would feel.

Having his mind made up, Shenzi slammed his paw down on Timon's tail, making the smaller mammal yelp. While his mouth was open the tip was pressed to his face and it began to slide in. Timon groaned uncomfortably around the cocktip, feeling his mouth being spread further than it ever had been in his life. It was an incredible strain on the meerkat but somehow he was able to take it. Shenzi saw that and pushed even more in, now breaching the much smaller male's throat. Timon gagged hard around the cock but Shenzi kept it firmly inside. Another push brought a jolt of pain from having his throat being forced to expand so rapidly around the black-colored musky monster. A gush of precum came out, being so much while also coming out with so much force. Timon just barely managed to avoid not being drowned in the stuff. Some it came up as he coughed around the hyena's cock, tasting just how strong the flavor was, so deeply bitter yet with an extra "something" that was making his mouth water despite it all.

Swallowing down the precum left his throat feeling slimy and the scent of hyena ball-contents was now heavy on Timon's breath as well. It took some of the strain away as well when Shenzi continued pushing. It was honestly impressive that Timon hadn't been torn apart by the cock that was several times the size of his body but apparently the smaller male was more resilient than he looked. He had his limits though and was only able to take just less than half of Shenzi's total shaft. That being said his neck and a bit of his stomach were bulging outwards greatly, looking already stretched well past their means.

"Oh yeah..." Shenzi said, feeling his cock being hugged by Timon's insides. He pulled his cock back and felt Timon's tongue sliding along the underside the entire time. The feeling sent shudders through Shenzi's body and he responded by thrusting forwards again when the tip was just about to come out again, pushing all that he could back inside of the meerkat. Timon gagged hard again but there was nothing he could do to get the cock out of the deepest parts of his windpipe.

It was roughly pulled back, leaving Timon's throat feeling hollow and aching. Before he could collect himself, another hard thrust came, stuffing his windpipe all over again. Pulling out then being shoved back in again, this was how it went as Shenzi rocked his hips rhythmically. He watched as his cock rocked in and out of Timon's throat. With so much of his cock being left out, Shenzi took it upon himself to stroke the rest, running his paw in time with the thrusting. The extreme differences in their sizes ensured that the meerkat's throat remained tight no matter what. The precum that was shooting from his tip worked to make that passage extra slippery and all the easier to push into. Timon's throat squeezing down on the shaft worked to milk more precum out along with the stroking, keeping the much smaller male in a constant state of swallowing. There was so much of it, almost too much for Timon to keep up with, meaning a lot was leaking from his mouth, getting his face and neck hot and sticky as well.

Timon was completely at the massive hyena's leader, unable to do anything against the pace being increased even more. That huge cock was scrubbing itself along the walls of his throat and its taste was ground deeply to his taste buds. Again the meerkat found the taste offending but also intriguing in an odd way. Though his mouth was already being used to its fullest capacity, Timon still managed to move his tongue, flicking it against the underside as much as he could. It wasn't much but Shenzi certainly felt it and growled from the added pleasure it provided.

"Good boy..." Shenzi said. He was enjoying the complete control he had over Timon. He also had to admire the little guy's spunk. Any other meerkat would have had a heart attack at the sight of three enhanced hyenas and yet he stood his ground, not running when he had the chance. And now he was running that tongue along the bottom side of his cock. It wasn't much but in Shenzi's eyes it was the thought that counted.

"Keep doing that," Shenzi commanded and Timon did. In fact he started licking harder, seemingly being scared to stop now. He couldn't blame the meerkat.

Thrusting faster against the moving tongue was making Shenzi pant harder. He just needed a bit more. Keeping most of the upper half of his cock in Timon's throat, pumping at the rest of his length to make up for the stimulation it had been lacking was all coming to a head for the leading hyena.

He didn't want Timon when the first hard thrust and powerful gush of cum came flying from his tip. Timon's eyes bulged and he gurgled against the surge of cum that made his cheeks swell and his throat bulge just as much as the cock itself had. It was resting on his tongue now, sparing him what would be an impossible task of swallowing so much cum while already having the cock lodged in his esophagus. Even more than before, the fluid came streaming out from the corners of his mouth in the form of thick gooey ropes. As they landed on the grass, the scent of hyena spunk was being spread further.

He soon gave up on drinking to drink it all. There was just too much for him to handle. Still swallowing as best he could, Timon felt splatters of steaming hot, heavy, and strong smelling cum coating his neck, chest, and stomach in greater amounts as Shenzi's cock kept pulsing and shooting. With just his cum alone, Shenzi was marking the meerkat and the main entrance of the Falls.

"Oooh yeah..." Shenzi moaned as he pulled his cock free, jerking it furiously to get the last of his climax out in the form of hard blasts. It all sprayed down on Timon, the force kept him pinned down to the ground along with the weight of the seed and its unrelenting stickiness. The stink of hyena spunk was all that Timon could smell and the seed was all he could taste to. He coughed and gagged from the stuff that clung hard to the walls of his throat, all but clogging it. While he was just trying to keep himself from chuckling, Shenzi was laughing at him.

"Don't think I'm done with you just yet, "husband,"" Shenzi said in a teasing way, his cocktip flopped down onto Timon's lower stomach, knocking the wind of the meerkat. While he was dazed, Shenzi picked the smaller mammal up and rolled onto his back. Leaning against a tree, the hyena held a firm hold on Timon and lowered him down until his tailhole was aligned with his cocktip.

"Oh no... You don't really..." the meerkat said with a shaky voice.

"Oh yes I do," Shenzi said. He pushed the small creature down against the tip of his cock. It was coated in his hot and slippery cum all over so he assumed that strain wouldn't be too much. He at least didn't slam Timon down on his cock.

Timon's breath caught in his throat at first but he began crying out from the pain he felt, having his way too small tailhole being gradually forced around the blunt tip. Somehow it was sliding into him, another push led to the tip 'popping' in, being literally heard. The sound was wet and thick, nearly drowned out by Shenzi's deep sigh of pleasure. Then Timon was pushed down with greater force, pushing several of the hyena's thick inches past Timon's stretched-wide rim. It didn't take long to reach Timon's limits again. He managed to take more this time though, reaching just past the halfway point, evident by the great outward bulge that stretched the skin of his stomach and the fur overlaying it.

Shenzi allowed a bit of time before things got moving. He didn't move his own body but Timon's instead, pulling the meerkat up and then pushing him down. Timon gasped and then moaned from the anal penetration that went far beyond anything he had ever taken before. It was done slowly, giving Timon the chance to adjust as much as he could. Timon no longer felt pain but his body felt strained, his insides were being pressed and pushed aside to make room for the length that had no business being in him. While he was in a loop of moaning and grunting, feeling both intense pleasure and pangs from his body being pushed far past its limits, Shenzi was panting, his eyes rolling from the tight and hot sleeve that wrapped itself around his cock.

"I could get used to this," Shenzi said as he watched Timon's body being moved, feeling the rises of pleasure in time with sliding him up then down again. His cock was back to pulsing and leaking heavily too. The pungent reek of hyena sweat and cum were heavy in the air and breathing it in gave Shenzi an added rush that kept him excited and throbbing. He could feel how slick Timon's anal walls were. The cum that was on his length had been smeared onto the pink surfaces along with the precum he had just released.

Timon couldn't even speak. Between the bouncing of his body, that shaft was touching any and every spot in his tailhole over and over again, sending tidal waves of sensation through his body. His mind was struggling to process it all, leaving him a panting and moaning mess. Precum continued to leak and some of it was oozing out as Shenzi moved him. Now every tug came with a deep wet sound, the thick fluid trickling down the hyena's length seemed to help him.

Meanwhile Banzai had been flicking his fat tongue over Pumbaa's rim, enjoying the taste of the warthog's musky hole. It also gave him a sense of pride knowing that his own musk easily outdid the hooved creature's. He had been licking for a while now and that resulted in Pumbaa's tailhole being slathered in the hot and slippery drool. The next lick was ended with Banzai centering his tongue before it was pushed in directly. A gasp and wheeze came from Pumbaa, feeling his being so harshly spread around the thick wet muscle. His rim was spread wide and even further than that. The tongue was reaching in, twirling roughly and slathering his walls in the viscous spit. Feeling this made Pumbaa shudder while Banzai just chuckled.

The tongue wasn't even fully inside when Banzai really began to move it, forcing powerful sensations into Pumbaa as he flicked and pushed with all the force that he wished to use. It was working to spread those tight walls while also showing his strength. Pumbaa was completely powerless against all of this, his body paralyzed by the pleasure that was racing through him. He didn't want to get erect in front of the hyena but just couldn't stop himself. Banzai didn't really care about how Pumbaa was feeling. His focus was on enjoying the pig's rump, just in a different way than expected.

Soon fully out and on display for everyone to see was Pumbaa's erection. Being brought to this state by a hyena that was even smellier than him made the warthog feel shame. But the sight of his cock made Banzai all the more eager and he decided that he wanted even more. So close by was Shenzi bouncing Timon on his cock and he wanted some of that action for himself. After all, who doesn't love some entertainment before a good meal?

Banzai pulled his tongue free, hearing Pumbaa wince as it came out, leaving the hole stretching and clenching. He was glad to have the tongue out but what he saw next got him wishing that Banzai would put it back instead of what he was currently presenting. Swinging hard and heavy between the hyena's hindlegs was his enormous cock, being fully engorged and sticking out from the sheath in all of its glory. To make sure that Pumbaa could see it, he stepped over the warthog's face and all but pressed his cock to the smooth snout. For once Pumbaa found himself overwhelmed by someone else's smell. Pouring into his nose was the rank stench of unwashed hyena cock, slick with sweat and other fluids that hadn't been cleaned off properly.

"What do you think of this?" Banzai asked. Pumbaa didn't respond, still groaning in response to the intensely grungy smell.

Banzai wasn't fazed about Pumbaa not saying anything. His voice was going to be heard plenty soon anyways. He eased back and sneered as his cocktip found Pumbaa's tailhole. Instead of just plunging in, the hyena began to trace around the hole that had been made so hot and wet thanks to his own spit. Like Timon, Pumbaa knew better than to try and escape. It seemed he chose this over being eaten, a smart choice in Banzai's eyes. When he felt it was time, his hips rammed forward without any kind of warning, jamming several inches past the tight rim. Pumbaa yelled out from the feeling of being stuffed beyond his means. He was taking it better than Timon could but his body was still put through a lot in such a short amount of time. His body reacted, trying to push the cock out but Banzai easily overpowered him, shoving his large dick in deeper with just a simple rock of his hips.

"Rrrgh. Fuck that's tight. Who knew pig ass feels just as good as it tastes," Banzai said, making himself and the other two hyenas laugh. With every push more of his length was being surrounded by heat, wetness, and softness. It was almost a shame to ruin a hole like this; nearly all of his cock was inside, even as Pumbaa's stomach was bulging. The warthog was still groaning and wincing but Banzai didn't pay any attention to that. The last of his cock came in, meaning that he had bottomed out fully inside of the warthog. Pumbaa just groaned from the conflicting pleasures and strains of being overfilled like this.

"Aw come on. I thought you'd be more durable than that meerkat," Banzai taunted. "Come on, squeal for me!" In time with that last word, Banzai surged forward and slipped his cock further inside of the warthog. He groaned from the pleasure that came from the soft and snug walls surrounding his fully engorged dick while Pumbaa let out another pained shout. With the hole already being lubed with his viscous spit, there was no trouble on his end to sink more and more inches in past the rim.

While Banzai was enjoying himself, Pumbaa was doing his best to adjust to the feeling. He could feel the hard throbs coming from somewhere inside of him and he shamefully felt his fully unsheathed cock twitching. He tried his best to make it go down but none of his attempts worked. It was a shameful feeling, responding in any "positive" way to being taken and forced to endure this treatment. While he was feeling nothing short of fear and discomfort, his body was responding in a way that was nearly the opposite. Banzai was still pushing, sinking more past his rim and Pumbaa hissed as he felt what seemed to be his limits being tested.

Banzai was fully aware of how Pumbaa's body was responding. "You like being used, huh? Treated like a piece of meat. That's good. I like something that I can really sink my teeth into. Same goes for my cock!" Banzai put more force into his next push and shoved more of his cock in with a suddenness that Pumbaa wasn't prepared for. The sounds he made just amused Banzai and the other hyenas further.

At this point, Pumbaa was pushed far beyond what he should have been capable of. There was a prominent bulge in his already plump gut that got bigger as Banzai finally managed to get the entirety of his musky hyenahood in. As soon as he hilted, Banzai was pulling back and thrusting in again. A growl came as he felt his length rubbing against the silky walls of the warthog's interior. Banzai made sure that Pumbaa could see the expressions on his face as he began pumping at a pace. He was savoring every little feeling that came from his cock sliding back. It felt best when all but his tip came free. Keeping just that part in, the hyena would then thrust with full force, slamming all of his smelly, pulsating inches back in, making a sharp sound when his strong pelvis connected with Pumbaa's soft rump. The leaking tip plunged into the porcine's deepest reaches, bringing an intense feeling of both pain and pleasure that all came at once.

The most that Pumbaa could do was grunt and wheeze. Sometimes the air was knocked out of him and there was hardly enough time to compose himself before the next hard rut came. Just as much as it was uncomfortable, it was also pleasurable. Strong tingles and jolts were sent through the hooved mammal's body, forcing him to react in some way. He was actively not trying to moan and the task quickly proved itself to be harder than he expected.

"Feels good, doesn't it?" Banzai asked. He knew that Pumbaa was straining to keep his reactions at bay. "Much better than any lion cock. Definitely better than meerkat cock," Banzai taunted, being very aware of how involved Timon and Pumbaa were. It was also a safe bet to assume that Simha had gotten into the mix and he was right. Though Pumbaa didn't say anything, his body was speaking for him. His cock was throbbing so hard and leaking so much precum that could be clearly seen by everyone else.

Pumbaa just did his best not to look at Banzai, trying his hardest to ignore the massive and muscular hyena's grunts and huffs. But it was hard to do so. The sounds were so loud in his ears and he could feel the drips of the hyena's drool falling into his body. All he could do was somehow endure and hope that it would all be over soon.

What came next was an even stronger thrust, one that produced a wet and loud squelch while also stretching Pumbaa's hole even further, making him wince and squirm. Even deeper parts of his hole had been forced to part and make room for the rock hard flesh. There wasn't much pain this time but more pleasure that Pumbaa wasn't prepared for. Banzai snarled and began humping with greater fervor. With more room available, the hyena sought to take all that he could get. The wet slaps of his cock plunging into Pumbaa's guts became just as loud as the evolved hyena's grunts and it just became louder from there as more precum was being released.

"Damn, you're taking it deep. Like a bitch in heat," Banzai said. His grunts grew deeper as he basked in the sensations that were only building as time passed and more thrusts came. In response to his thrusts, Pumbaa's hole would squeeze down with a tightness that nearly tripled the pleasure he was feeling. He put more weight down with his paws, keeping Pumbaa pinned down. On top of the physical feeling, Banzai was drinking in the sight of his hips going back and forth, crashing into the smaller male's backside. The smell of his own musk was rising and intensifying from more and more precum gushing from his tip, coming to ooze out as he pulled his cock back.

Panting hard, Banzai felt his cock getting all the more slathered in his own hot and slimy precum. He just couldn't get enough of it; the silky walls that kept themselves pressed to his cock in tandem with the satisfaction of getting revenge on the pig that had helped knock him and the others from their once high position in the Pride Lands. He and the others agreed that they should have overpowered Scar a long time ago. Now they had a second chance and were all aiming to do it right this time, to get on top and stay on top. Instead of an abrupt and hostile takeover they aimed to take out various Pridelanders one by one.

Bunga had watched his uncles being used by Shenzi and Banzai. At first he had been held in place, unable to do anything more than that. But Ed had gotten very turned on by the sight in front of him and decided to put Bunga to work as well. As things were heating up between the others, Ed was sighing deeply as his heavy and musky ass was planted on Bunga's face. Bunga was groaning beneath him. At first he struggled with all of his might to get away from the hyena but he was easily overpowered. Ed just laughed and began grinding his smelly butt onto the resisting badger. His sweaty rim was swabbing Bunga's lips, twitching against them in response to the tingles that Ed was feeling. Just teasing the angry honey badger seemed to be enough for him. With more force he continued to grind his tailhole all over Bunga's muzzle, smearing more sweat and stink that the smaller creature couldn't get away from.

Bunga still had to breathe and that led to him inhaling directly from the pucker and a shudder ran down his spine. What came to him was a heavy but unexpectedly delightful musk. It outdone his own strong scent and Bunga felt his mouth watering before he even realized. He continued to sniff, doing so willingly now. As more grinding came, pressing the ass all the closer to his face, Bunga's resistance was being chipped away more and more. It didn't take long for Bunga to consider giving the hyena's hole a lick. Just a small and quick one. Hoping that Ed wouldn't notice, the honey badger closed his eyes and flicked his tongue over the ring of muscle.

Ed's eyes widened when he felt the lick. His intention was just to keep sitting on Bunga, keeping him pinned and out of the way while he watched Shenzi and Banzai use the pair that had caused them so much trouble in the past, both directly and indirectly. When he felt the soft muscle's touch the wild hyena instantly wanted more. So he was quick to shift his lower half, grinding his hole over the tongue that was still out. And to his delight, Bunga gave it another lick. A willing one.

Bunga told himself that he was doing this just to distract Ed. He could get the hyena good and comfortable before making his move. All he had to do was just get Ed to lower his guard and then act when the time was right. With a "plan" in mind, Bunga proceeded to lick the rim again. Figuring it was best to get right to the good stuff, he ground and twirled his tongue all over the rim with more speed while also applying some pressure. The taste of the hyena's sweat, both old and new, struck his taste buds hard. It was both bitter and offending yet also oddly appealing. For as much as his nose wrinkled, Bunga continued to lick and sniff, slowly putting more effort into his actions the more he did it.

Deciding that Ed needed more, Bunga pressed his tongue to the rim. He focused on the opening and kept pressing his tongue tip to it. Ed shifted and was heard groaning in time with his opening slowly spreading around the wet and hot muscle. The honey badger felt his tongue sliding in and it was quickly being squeezed by the hot and muggy passage. Its taste was just as strong as the smell but it was just as intoxicating. After taking a deep breath, filling his nose and lungs with so much musk that it was making his head spin, Bunga stretched his tongue from his mouth and he began to lick at the surrounding walls, licking at the bitter yet tasty sweat. As he licked, Bunga's tongue was stretching those borders and he was able to slowly slink more of his tongue's length past the huge hyena's rim.

Having his lips pressed to the pucker, Bunga moaned as he continued to lick. He began to passionately kiss and suckle on the rim itself, basking in the sharp taste that was outdone only by the rank, pungent aroma of sweaty unwashed hyena ass. Allowing himself to give into some of his desires, Bunga put more effort into his tongue's movements and his sniffs were becoming deeper, more frequent, and were lasting for a longer amount of time. In reaction Ed's hole clenched around the honey badger's tongue. The panting hyena grunted as his cock throbbed and squirt a jet of precum that landed on the ground just in front of him.

Ed was starting to put more of his focus on the licking. Bunga's oral movements were becoming smoother and they came a bit faster as well. The more he did it the better it seemed to get. His spit was getting the hyena's anus wetter and wetter. That wetness was being smeared back onto his own muzzle, making it stink even more of Ed's smelly ass. But he was enjoying it more and more, seeing no reason to stop anytime soon. While the honey badger was getting a rise out of being able to work his tongue on the tailhole, Ed was feeling his prostate being touched. Though it didn't react very far, Bunga clearly knew how to make the most of what he had. Ed was honestly impressed, feeling the pleasure gradually increasing and spreading throughout his entire body.

Doing so much licking and sniffing had done so much for Bunga; it was making his head spin and his nostrils constantly flare. Small moans just came out, coming out muffled while his face was still pressed firmly to Ed's ass. Another reaction was the erecting of his cock, quickly becoming fully hard. It made contact with Ed's rough yet slightly damp coat and he couldn't help but rock his hips, grinding his cock against the pelt while he kept at it.

Ed felt this but chose to not stop it. He continued to grind his lower half all over the licking honey badger, listening to his moans while also feeling the throbs of Bunga's cock. His own length was doing the same, throbbing much harder while also leaking greater amounts of precum. It was coming out with force, making the mess in front of Ed all the larger. His smell was spreading as well, assisting his friends in marking the location that they would claim for their own.

Moaning even more, Bunga's tongue was still aiming to collect the musky taste on top of "distracting" the hyena with the pleasure that he could give. Bunga had been licking the prostate already but that was in addition to other spots while he had been exploring the bigger male's tailhole. But now that he had gotten himself familiar with the passage, Bunga began to really feel around with his tongue. This led him to really notice the spot that seemed to be the most sensitive, making Ed react the hardest when it was touched. The next lick involved pressing down on the prostate harder and Ed could be heard moaning out. For some reason this brought the honey badger a greater sense of excitement.

Bunga hadn't noticed that Ed began to paw at his cock, pumping it up and down, using his excess of strong smelling precum to do so easily and effectively. The wild looking hyena was panting and mumbling as he pleasured himself, using the sensations in tandem with Bunga's licking to get him all the further along. His cock and rim were both pulsing in time with each other, harder than ever as he felt himself teetering on the edge of a climax. The next firm lick to his prostate did it. Another stroke was given to his length as it swelled and sprayed heavy amounts of gooey hyena spunk. It arced further in the air and splattered down in greater amounts, the attached smell being even stronger. Even while still pinned underneath Ed, Bunga's nose was picking up the cum's grungy smell.

That, in combination with everything he was already doing, was enough to push Bunga over the edge. Grunting against the winking hole, Bunga shook and his eyes rolled as he came. Jerking his hips and grinding his cock against the hyena's fur, the honey badger shot ropes of his seed onto Ed but the hyena didn't mind that. The spurts of warmth brought a comfort that added to his bliss. During and even after his climax, the badger was still licking at the hole as if he was addicted to it. Ed continued to moan and watch as his friends were still having their fun with him.

Timon was still being moved up and down like a toy for Shenzi's pleasure. At first he had been straining and wincing from being filled far beyond his means but now he was starting to moan. It was a reluctant sound he made, being forced out of him as the fat and length hyena cock was plowing far into him, making his stomach bulge then stretch outwards. It was still too much for him but as more time passed the pleasure was slowly outdoing the discomfort. Shenzi noticed this but didn't say anything about it just yet. He just chuckled and focused on getting Timon as far down as he possibly could, taking the thick inches into his greatly spread hole.

In order to do this, Shenzi switched things up; holding Timon steady as he began to thrust hard. This worked to fit even more of his length past the rim. Going at a faster pace, the leading hyena was pounding in as far as he could, forcing Timon to take more and more. The squelches of his cock sliding along the walls, forcing large amounts of precum out were easily heard along with Timon's various sounds and Shenzi's own grunts.

"Damn, you're really taking it. Much better than I thought you would. But this feels like the limit. Any more and would probably kill you," Shenzi said, chuckling darkly as he continued rocking his hips. Timon wasn't as amused by the comment and from then on there was a feeling of dread lying beneath the pleasures that were racing through him.

Timon was constantly failing to hide how good it felt for him. Every part of his ass was being pressed firmly thanks to the cock's sheer girth and it was flattening the meerkat's prostate without mercy. As the pain continued to ebb away, Timon was allowed to feel more pleasure and that led to him melting even more. His moans were growing louder as a part of him embraced this, being a giant smelly hyena's toy for their pleasure. With nobody besides Pumbaa and Bunga to judge him, the meerkat dared to embrace the things being done to him. If he was going to die he might as well go out enjoying himself...

Shenzi felt Timon's resistance ceasing entirely, all winces and hisses being replaced by moans. Seeing the smaller male relent and give in brought him a greater sense of lustful excitement. Working his strong hips even harder and faster, Shenzi kept his cock seamlessly moving back and forth, swabbing his meat along the hot, hugging walls. This forced even more pleasure into Timon's body, being too much for him to handle. He was pushed over the edge and began cumming hands-free. Bouncing in time with the thrusts, Timon's cock was shooting cum onto the ground.

"Rggh! Oh yeah!" Shenzi panted, feeling the tightness increase dramatically. Timon's climax caused his snug tailhole to rhythmically clench and constrict the throbbing shaft. Pushing through it felt incredible and Shenzi aimed to feel more of this, knowing that Timon's orgasm wouldn't be lasting for much longer. Panting harder and harder, his long slimy tongue lolling from his mouth, Shenzi felt himself getting all the closer.

A deep snarl and bark came from the extremely large hyena as he reached his peak. His cock began pumping large loads of his musky cum that were quick to fill up Timon. The pulses were hard and the cum came firing from the tip with pressurized force, bringing an added feeling that made the meerkat wail from the greater pleasure he was feeling. His stomach could only take so much. The rest was pouring from his ass and down Shenzi's pulsating cock. The much bigger and much smaller mammals were both lost in their pleasures. Timon was still shaking from the unyielding force of his orgasm while Shenzi was still cumming, filling him a bit further while the rest was freely leaking out of him.

When Shenzi pulled out his cock made a deep and wet 'pop' sound that echoed out, followed by the heavy splash of his dense seed hitting the ground. Timon was finally allowed the relief of his hole no longer being filled like that. It was left completely stretched and unable to fully close. The stink of hyena was heavy in his nose, not just from the cum but also from Shenzi keeping himself so close, still having the meerkat in his grip.

"Don't think I'm done with you just yet," Shenzi said. As he began to move Timon into a new position the meerkat had no choice but to brace himself for what was to come.

Timon was still being held with one paw while the other was aiming the hyena's cock. Being held and left dangling in the air while having the length pointed at him. He didn't have much time to wonder what would be happening to him. Shenzi grunted then sighed deeply as his cock pulsed again. Shooting from the tip this time was dark and hot piss. It rushed over the meerkat's small body, pelting him with its force. It was washing away the cum that was sticking to his body but being left in its place was a hotter and stronger smelling fluid that was soaking him head to toe. Timon just managed to avoid being drowned in the stuff but the flow didn't seem to be slowing up anytime soon.

It struck his upper half first, completely dousing him. Then the stream was angled lower, spraying all over the rest of his body. Timon was being marked all over, no part of him being left without the feeling of heat and wetness sinking into and clinging to his pelt. The smell was so intense in his nose, actually making his stomach turn a bit. Timon got a feeling that it wouldn't be easy to wash out. While the meerkat was struggling to keep himself composed, needing to hold his breath when the stream came back up again, Shenzi was sighing deeply. His eyes were drawn up and fluttering and a continual deep moan came from him. He had been holding back on draining his bladder and finally letting its contents flow out brought him an incredible feeling, made even better by the fact that Timon was being absolutely soaked in his piss.

When his stream died down, Shenzi kept a firm hold on Timon, not being fazed by his paw getting wet with rank smelling piss. He turned his attention to Banzai still using Pumbaa and he made sure that Timon could see it as well.

Banzai was still going strong. He felt that Pumbaa's hole had adjusted and was hugging his cock just right. His thrusts were stronger and faster than before and Pumbaa's body was being rocked even more in return. Like Timon, the warthog's sounds had started out as him clearly not enjoying himself but that had changed over time and now Pumbaa was voicing the pleasure felt from being rutted so thoroughly. They just kept coming, all being so strong and the excess of musky precum provided an abundant amount of effective natural lube.

The wet smacks and loud squelches of the hyena's cock slamming in and being snatched back out had gotten louder as well. So much precum was leaking out, being replaced by another spurt that could come. Pumbaa was leaking the fluids that had been produced in his own plump balls but it was hardly anything compared to Banzai's production and output.

Feeling the pleasure be so constant while gradually becoming more and more intense was driving Pumbaa nuts. He was given time to really collect himself. As soon as a thrust came there was another and another. Putting that aside there was also the smell of thick hyena musk surrounding, the smelling being perpetually sharp in his nose and his own cock was throbbing nonstop, left to twitch and leak in response to the constant touching of his prostate. His moans were getting louder and his body was shaking.

"What's wrong? Is it too much for the pig to handle?" Banzai taunted, humping hard and deep yet again. "You'll get your filling soon enough! I love a pig with cream filling!"

From the humping hyena came deeper grunts and huffs. He was going even faster, much to Pumbaa's surprise. Going at a rapid pace and more than hard enough to rock the warthog's body back and forth. Keeping this up was enough to push the larger smelly mammal over the edge. Growling deeply and shuddering as he continued to thrust, Banzai felt the rush of his orgasm. He panted hard, eyes rolling and his tongue bouncing from his open mouth in reaction to the powerful feeling.

The pulses of his incredible shaft became all the stronger as he came hard inside of the already messy warthog hole. His thrusting stopped, keeping the tip far inside and every throb was paired with a gush of thick, musky cum that was deposited directly into Pumbaa's depths. One huge spurt came after another, all working to quickly plump up the smaller male's stomach, making it even rounder and the excess was spilling out onto the ground below.

Pumbaa felt it all happening in real time, his ass getting filled with more and more cum. More grunts and smaller humps kept Banzai shooting his hot spunk and it continued to make Pumbaa's stomach swell. Pumbaa's groans were becoming more strained as he felt himself being pumped with more and more, far beyond even the biggest of Simba's loads. And so much of it was leaking from his ass at the same time.

"Fuck... I guess you bug eaters have some use, besides being dinner," Banzai said with a sneer. The hyena snatched his cock out, swiping over the warthog's prostate on the way out. Pumbaa exclaimed, as he began cumming hands-free like his partner had. Straining and squirming while still on his back, Pumbaa unleashed a plentiful amount of sticky ropes onto his own body. He was completely undone by the bigger male, left to shoot his loads while the others watched and laughed at him.

Pumbaa groaned when he came down, his cock softening and slinking back into his sheath. The smell of hyena musk was hanging heavy in the air and it was even heavier on him. It was all over him, clinging to his fur and skin and the stink would likely be sticking with him for some time. At least it was all over for him. He wasn't sure what was coming next, but Pumbaa was glad to be free of the hard pounds and the hyena looming over him. Perhaps he had been a bit too quick to assume. A grunt from Banzai got him to look up and face the hyena again.

"Oh, I'm not done with you yet!" Banzai said. He grunted and then shivered, biting his lip as his cock was gripped and pointed.

The sound of trickling came before Pumbaa realized that he was being peed on. He was feeling too weak to move out of the way and just braced himself as the line was thickening, hitting him with more force. It soaked into his pelt before sliding down onto the already marked grass. Banzai was groaning from the pleasant feeling of pissing right after mating, just letting it flow naturally out of him. He did aim a bit to make sure that he was covering more parts of Pumbaa's body. The smell was even stronger now, being the only thing that Pumbaa could smell now.

"Fuck yeah..." Banzai sighed as the last of it left him. He stepped back to admire his work, gazing upon the completely ruined warthog.

"Not bad," Shenzi commented, still having Timon in hand. "What do you think, Ed?"

The third hyena in question didn't respond. He was too busy leaning against a tree. His eyes were lidded and his tongue was lolling and leaking thick lines of drool. That was because of Bunga being in between his spread hindlegs. The honey badger was willingly slurping all over Ed's cock, running his tongue all over the tip, collecting the taste of fresh precum that was leaking out. Ed groaned when he felt the licks to his tip transition into it being swallowed up, followed by more inches that were all slinking past Bunga's spread lips.

Moaning and gulping down the precum as it came, Bunga looked up at the hyena, feeling proud of his efforts. He had been sucking and licking on Ed's cock for a while now, having done so willingly. The smell and taste being so heavy kept his mouth watering and his nose twitching in hopes of taking in more of the dense reek. He just couldn't get enough. Making use of his paws, Bunga stroked at the many inches that his mouth couldn't reach. Bobbing and stroking at the same time was enough to make Ed yelp and buck his hips a few times.

Fat ropes of strong tasting hyena spunk filled Bunga's mouth. It was all flowing out with so much force and in large amounts as well. Bunga tried his best to keep up with it but the amount was just too much. He pulled his mouth back but continued stroking, aiming to milk out the ropes that were splattering all over his face, neck, and chest. A few pulses shot the cum much further. It would arch over his shoulder and splatter down on the grass behind him. Bunga continued to stroke and lick the musky shaft, getting his body all the messier. When Ed was finished the smaller male was all but completely coated, panting from the heavy feeling that clung to his pelt and the warmth that was sinking in.

"Alright, boys. I think we've done enough damage," Shenzi said.

"Great, now we can eat!" Banzai said, licking his chops.

"Actually," Shenzi said, eyeing Timon. He was still on the ground and was panting heavily. "I think we'll keep them."

"Seriously?" Banzai asked.

"They're hardly a meal put together," Shenzi figured. He was playing it cool but really he did grow fond of the meerkat and liked the idea of having him around to act as a toy for his pleasures. Watching Banzai pound the warthog had made him curious to try him out as well.

"What do you think, Ed?" Shenzi asked.

The third hyena spoke and pointed to Bunga. He was rather expressive and whatever he said made both Shenzi and Banzai laugh a bit.

"Seriously? Alright then," Shenzi said with a shrug. "Banzai you spread the word and tell the others that we got a new base and Ed you get these guys tied down. And then we'll see if your new little 'boyfriend' has what it takes to join the ranks."