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An infant lion cub's screeching cry broke the serene silence of the night. It was so sudden and misplaced that Simba awoke immediately from his deep sleep. The cry continued as he tried to search around the black cave for Nala as his eyes strained to see in the dark. The lionesses were beginning to hear the cry as well and were beginning to wake up. Simba was getting worried since the cry was coming from Pride Rock's alter and Nala was usually right next to him at night.

"Nala!" The King bellowed, not heading to the other remaining sleeping lionesses. "Nala!" he beckoned again urgently.

"What?" A soft, puzzled response came from the far corner. Clearly, the sleep-starved Queen was not woken by the infants continuing cry.

Not moving from his position in the middle of the cave, Simba asked, "Where's Kopa?"

"He's right here." She said, moving her paw to reveal the tiny son of Simba. "I was nursing him a few hours ago and didn't want to wake you." Her final words turned into a rumbling yawn. "What is that sound?"

"I thought it might have been Kopa. But if he's with you... then who is that?" Simba leaped over the surrounding lionesses, who quickly followed after him. The group ran out to Pride Rock's jutting altar where a small, black mound sat close to the edge. Simba slowly approached the tiny creature that seemed to have stopped its wailing upon sensing the presence of the pridelanders. The lionesses were all anxiously pushing each other, vying for a better view of the event.

"What is it? Is it a cub?"

"I don't know I can't see."

"I wish it was morning right now."

"Simba, what is it?"

Simba knelt down and sniffed the infant, hoping to figure out where it had come from. Turning to the others he said, "It is a cub, but I can't tell from where. I don't recognize the scent and it's already faint." He then turned back to pick the infant up by his teeth at which the cub gave a small cry of discomfort. "It's a girl, though. I can tell that much."

Simba began to make his way back to the cave. He had to consult Nala on this. Even with all of the ruckus, the Queen had managed to fall back asleep with Kopa nestled in her cradled paw. Simba placed the cub down directly in front of his mate and began to nudge Nala gently. "Hmmm?" Nala looked up at Simba with half-open eyes. "What is it?"

"It's a girl"

"What?" Nala was utterly confused at Simba's response.

"The noise from earlier, it was a cub. And it's a girl."

Nala was now able to fully comprehend what Simba was getting at, "So what do we want to do?"

"I'm not sure. We can't put her back out there," he said. At this moment, Kopa was trying to inch his way out his mother's grasp to try and smell the new stranger, but had to settle on sniffing the air in hopes of figuring out what she was from his position.

"What about Sarabi?" Nala asked.

"No, I couldn't give her the stress of another cub." The couple had tried to keep their voices low, but the rest of the pride could easily hear them, so one lioness stepped forward.

"I'll take her."

Simba's head snapped up, "Tesma, are you sure?"

Tesma was one of the younger lionesses in the pride, but she was still older than Simba. "Sure. I've always wanted a cub and someone has to take her in. Why not me?" The lioness had not taken her eyes off the infant and was obviously smitten.

"Okay, she's yours," Simba granted.

"Do you know what you'll name her?" Nala asked.

Tesma thought for a moment with her lips in half smile and then said, "Twaana. Her name is Twaana."

By this time, Kopa had fully released himself from Nala's hold and was curiously examining this new thing called Twaana. It looked like him, but it wasn't doing anything. He then crawled back to his mother, unsure why everyone was crowding around him and went back to sleep.

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As the seasons past, both Kopa and Twaana grew into rambunctious young cubs. Kopa looked almost identical to how his father had at his age, save for a large, distinct patch of dark brown mane hair on his forehead. He took pride in this because it meant that he was going to have a full mane when he was older. The lionesses teased him that he was going to be as big as Mufasa, which he loved to hear but had no idea how large his grandfather was except from the stories that the pride told him. While he enjoyed hearing them, he was beginning to be frustrated with many of the comparisons ending with an "I'll tell you when you're older." Why couldn't he know now? His imagination was rampant as he asked everyone to tell him stories of his family and of the world in general.

His best friend Twaana was a bit different. They both knew that she wasn't actually a Pridelander, but she could look the part well enough. Even though she was constantly surrounded by lionesses, she was very much a tomboy. Determined to stay on an even playing field with Kopa, she constantly kept herself busy and had a stronger body than most cubs her age. The Pridelanders could only guess that her size came from whatever other pride she was originally from. At the blink of an eye, she could go from a playful little lioness to a small force to be reckoned with; a trait that really only Kopa knew the balance to. Nevertheless, she was a part of the pride and many had pushed aside the fact that she was an outsider. To them, she was Tesma's little girl.

The two were inseparable as they listened to Timon tell them a story that they had heard many times before but never tired of hearing it, especially when Timon put his own spin on it. Their eyes were wide with excitement as they laid in the shade of a nearby tree and both Timon and Pumbaa acted out the scene. The meerkat was poised in action stance as he was ready to fight something that very instant as he said, "So Simba's got Scar pretty worn down, but he can't beat him himself, right?"

"Right!" Pumbaa blurted excitedly.

"That was a rhetorical question, Pumbaa," Timon said as he dropped his body back into his regular stance.

"Oh sorry. Then, no?"

"No, Pumbaa it means that the question doesn't need an answer."

"Then why did you ask it?"

"To build intensity."

"How does that build..."

"Look buddy, when you tell the stories, you can answer all the questions you want. Right now, I get to judge what questions need answered." Timon then quickly went back to his battle stance. "So your father needs help beating Scar..."

"That's not the way my dad tells it." Kopa interrupted. "He says he pushed Scar down the back of Pride Rock."

"Ah, but your daddy's missing half of the story." Timon replied. "You see without our help..."

"No, Kopa's right. Simba never mentions you guys with Scar," This time it was Twaana's turn to interrupt.

"I'm gonna go ask my dad," Kopa said as he and Twaana turned to go back to Pride Rock.

To their surprise, TImon rushed right in front of them with his arms outstretched as if ready to hold them back. "Sorry, but you can't go back... you, uh... have to finish hearing the story." Timon said hurriedly.

Kopa pushed past him however, paying little mind to the small meerkat in his way. "I'm just going to ask my dad."

"Oy! This is not going to end well." Timon said, pinching the area between his eyes.

Kopa ran up the side of Pride Rock and to the mouth of the cave where he spent most of his nights. There was a familiar smell to the cavern, but it was stronger than usual this time. Like a great musk, it poured out into fresh air and invaded the cubs nostrils. Thrown off by this new sensation, the two friends remained outside.

"You smell that Kopa?" Twaana asked. The scent seemed to have an intoxicating effect on the young lioness as her hind legs bent inward every time she stepped forward.

"Yeah, I smell it," the Prince replied, but his attention was shifted as his ears perked up. "Do you hear something, too?"

Twaana tried to focus away from the aroma, and found herself hearing what sounded like a rhythmic mixture of grunts, rustling fur, and something that sounded like water. Her senses became overloaded and her body began to experience sensations that it had never fully felt. A desire rushed through her body and centered itself between her legs, but she didn't know for what. Her loins where growing warmer and she could hardly stay standing up. The cub let out a sudden gasp and her whole body stiffened. Her little body wanted something.

"You alright?" Kopa asked, watching as his friend reacted as if some unseen force was touching her.

Her tone was that of impatience as she gasped, "Can we go inside? Please, let's go inside."

The cubs entered the thick musk that permeated throughout the cave and found that the sounds only grew louder. Groans and growls echoed from the walls, the occasional moan pierced through the wet, pounding cadence that held everything together from the center of the room. Kopa's eyes had not yet adjusted to the darker light of the cavern, but he could make out forms that moved and wriggled in unusual ways. These shadows were each larger than a single lion, some longer and others taller, all moving their own way. As Kopa stepped closer, his front paw slid in a puddle that brought him thumping to the ground with a "Hmmph!"

He brought himself back up to his feet and found that his bellyfur was now damp with some sort of liquid and the Twaana had paid him no mind and was further into the cave than himself. Slightly annoyed, the young lion ran up next to his friend who was entranced by her entire surroundings and had a large smile across her face in wonder.

"Twaana, didn't you see me fa..." but Kopa cut himself short as he found that he was finally able to see and his ears were pervaded by a loud and moist 'thuck, thuck, thuck, thuck, thuck.' And there in the center of the cave, the Prince saw something he had never seen before: his father Simba driving his hot, red cock into his mother's wet pussy. Kopa saw that all around him, lionesses were licking and toying with each others pink cunts. Some in a line, while others were on top and beneath each other. Their tongues flicking the warm groins of the females, while their partners pushed their pawtoes into the awaiting pussy. Some were going quickly and yelping at each trust of the paw that reached inside them. One pair of lionesses laid on top of one another with their muzzles locked and their hips rubbing in circular motions against each other. The cub had no idea what to make of it.

"Dad?" Kopa tried, but his father was too focused on fucking Nala to hear his son. The noise all around was loud enough, but Nala gave muffled whimpers every time the Lion King pounded his dick into her. The Queen's eyes were closed and her face with a smile was facing the ground.

"You wanna be fucked hard, don't you?" Simba growled. He wasn't the biggest lion, but he enjoyed the power that fucking the lionesses gave him. Nala let out another whimper in an effort to answer Simba, but it was only slightly louder than her others.

"How hard do you want to be fucked?" Simba demanded.

"Harder!" Nala suddenly screamed as the 'thuck, thuck, thuck' sound grew even more intensely. Glimpses or red came and went and Simba pulled his cock in and out of his mate while his furry balls twacked against her clit.

"You want to feel my hot cum between yours legs when you walk don't you?" Simba asked, to which Nala gave a stifled "Mmhmm."

"What was that?"

"Oh, God yes!" the lioness roared, creating a loud echo in the cave.

Kopa was still utterly confused as to what was going on. Twaana was next to him breathing heavily and trying to sit still on her haunches, but found them constantly moving. One of her front paws was reaching for her young twat as if trying to hold back whatever power it was having over her.

"Dad!!" Kopa yelled, breaking through the sounds of sex with his high voice. All of the pride heard this and stopped suddenly, realizing that two young cubs were now in their midst. The royal mates ceased their coitus, but Simba remained on top of Nala with his cock lodged firmly in her cunny. The silence was only temporary as every lioness was catching their breath and moving off of each other, some still squirming from having their pussies so stimulated. One lioness in the rear of the cave was still pawing herself because she had been so close.

"Dad, what are you guys doing?"

The innocence of Kopa's question made Simba think on his words. Nala still lay there stunned with her mate inside her and her son standing just a few feet away. After a few seconds of saying nothing, Simba simply put it, "Well Kopa, you're mom and I are fucking."

"Simba!" Nala exclaimed, shocked by the bluntness of his answer. "What you father means is that we are having sex."

Kopa tilted his head, trying to understand the whole situation.

"Nala, there's no point in censoring ourselves to him now," Simba said. "You wanted to wait, but now's as good of time as any."

"Could you at least pull out of me?" Nala asked.

"FIne," The King complied with an obvious sigh of dissatisfaction and began to lift off of Nala, pulling his liondick out his mate's opening. A string of juices, both from Nala and himself, stretched from the lioness's pussy and to Simba's erect cock-tip. No longer having anything around it caused the lion's penis to wobble back and forth as he sat down. Kopa couldn't help but stare at the red, throbbing cock of his father that stood straight before him. He looked down at his own sheath and wondered why he wasn't capable of such a feat. His only came out when he had to urinate, so why was it that his dad's seemed to have such power, to be able to get so hard and so big?

"So what's sex?" Twaana said eagerly. Her eyes were big as she wanted to know everything about what she had just witnessed and what had made her privates tingle with excitement. Simba noticed the cub's enthusiastic response and decided to have a little fun with his lesson, so he bent over and whispered into Nala's ear, "Turn on your back. Let's give them a better view of everything."

Nala gave Simba a look of intrigued disgust. While Simba had thought that it didn't matter if the cubs ever saw them fucking, Nala believed that it would be best to wait until Kopa was going into his adolescent years so that there wouldn't be two male lions humping everything they could for a while. However, she never imagined the penetrating rush she would get from having her son watching Simba pleasure her. As she rolled over and spread her legs, the idea made her juices flow and run down her fur and to her puckered tailhole. The Lion King simply smiled and gestured for the two cubs to come closer. At this, not only did the cubs come closer, but the entire pride moved in to see what Simba was going to do.

"So sex is what we use to reproduce, or make cubs," Simba began. "What happens is that my penis becomes erect, coming out its sheath," and Simba used his paw to jack himself off slightly to illustrate what his cock looked like and to keep his erection sustained as it started to droop.

"And when it's hard, I put it in a lioness's vagina," Once he said this, he used to his toes to start pawing Nala. The Queen was pleasantly surprised by this and moaned with ecstasy. Simba didn't continue immediately, but instead kept pawing his mate faster and harder as her dripping cum made his motions louder.

"Now I keep penetrating the lioness with my cock until I cum, or, eh ejaculate into her vagina." The King's voice was louder since he was talking over Nala's moans and his slapping paw. "Of course, ejaculating feels good for both males and females, so even if we don't want any cubs, we can still fuck for fun. Or..." Simba paused as he stared intently at Nala's facial expressions and her quivering body. He was focusing hard on making her cum and couldn't think of what he was saying next. "Or, we can paw each other or give one another oral sex."

"What's oral sex?" Twaana's curiosity was only growing while Kopa was still growing frustrated that he wasn't feeling anything. If this felt so good then why was he missing out? Why was Twaana so interested? Was his friend more interested in his dad than him right now?

Simba continued, "Oral sex is when a lioness sucks my cock and balls or when I do this." At this, Simba pulled his pawtoe out of Nala and furiously started licking her twat. Nala's hips raised at this sudden switch of sensation and Simba's tongue made broad licks across her moist snatch, lapping up all the juices that Nala had produced during his demonstration. Alternately, he focused his tongue on her clit, which made Nala's hips shake ever harder. The other lionesses saw that the mood had completely relaxed since the cubs first arrival and quickly began moving their partners' tails out the way so that they too could indulge in lioness pussy cum. Some simply watched Simba and pawed themselves off to the King claiming his queen.

Twaana couldn't keep her eyes off Simba's cock. It's color and shape sent shivers down her backside. The way his balls swung his hips hypnotized her as she felt a trickle run down her leg. The smell and the heat that the sex in front the cub produced made her tail lift up interest. "Can I try?" The cub asked, inching closer to Simba with her head titled and her eyes wide.

Simba stopped and pulled his head back, cutting a line of saliva with his tongue and licking his drenched muzzle. He looked at Nala who seemed to far gone with pleasure to care. "Sure," and he motioned for Nala's pussy to be Twaana's.

"No, I mean on you."

The request took Simba back as well as some of the other lionesses who suddenly turned their attention to the center of the cave. Simba's shock was quickly replaced with willingness as he moved to the back wall of the cave. "Come on," he said as he propped himself up with his back against the wall so that his liondick would stand at mouth level for the little cub.

Having no real sense of sensuality, Twaana bounded over and stopped with her muzzle centimeters from Simba's member. She stared at it for a moment and then stuck her muzzle on the cock and bobbed down fervently. She had overestimated the size of her mouth as she gagged and spit all over the King's shaft. She pulled back and watched the saliva run down his cock and scrotum making it glisten even more.

"Careful Twaana. You don't want to get too eager." Simba said reassuringly. "Here, just use your tongue, I'll get you guide you."

Twaana carefully put her mouth back over Simba;s cock and Simba placed his paw over the back of her head. He began carefully bringing her forward and back. Her little muzzle didn't cover a lot of area, but once she got used to the motion and started using tongue, Simba could hardly concentrate. Her small cub tongue made fast motions as if she were drinking from a waterhole. With her mouth not able to take in much of the lion's cock, she was concentrated on the tip and Simba was getting close. The fact that this was a cub only heightened his arousal and he continued to push her head down on his shaft.

"You like sucking my dick?"

Twaana released her mouthful and took in deep breaths. Her face was one big smile filled with precum and spit that trailed back to Simba. "Yeah! This is fun!"

Having hardly moved, Kopa couldn't take watching everyone else have fun. And he got up to leave. Simba noticed this as Twaana went back to her vigorous sucking, but was so close to cumming he figured his son could wait, especially since Nala had begun to come over.

The Queen simply watched as the cub started to do things without the guidance of Simba's paw. She thought how remarkable it was that no one had realized how quickly Twaana was already maturing. Sure, her body wasn't ready to conceive cubs, but her pussy was already getting wet and emitting its own aroma. Nala decided to see exactly how mature Twaana was getting and so she bent her head down and gave the cub's pussy a lick.

"Ow!" Simba cried as Nala's experiment caused Twaana to bite down on the lion's cock.

"Do that again!" Twaana said, taking another breath and quickly continuing to go down on Simba. Nala smiled at Twaana's excitement and started eating the virgin lioness's pussy out. The cub's ass waggled with delight as she had the King's cock in her muzzle and the Queen's tongue playing around her tight, pink cunny. The sensation she had been feeling before was multiplied and her pussy clenched as she tried to hold back another mysterious feeling coursing through her. Her pussy was wet, but she felt as if she needed to pee. She tried to hold it back, but the sensation was just too strong. Her body suddenly let loose and she came into Nala's awaiting tongue. It wasn't the strongest orgasm, but it was the most enjoyable feeling the cub had ever felt.

Nala lifted her head turned to the remaining lionesses, "Tesma! I think your daughter just had her first orgasm."

However, Simba was the first to respond to this announcement, "Good, because I'm about to shoot my load!"

Nala knew this could be trouble for the virgin cub so she instructed Twaana on what to expect, "Twaana, keep sucking on Simba. Be prepared, though, his cock is going to shoot semen into your mouth. Don't worry about it, it's what's supposed to happen. It means you're doing a very good job." The Queen continued, "There's going to be a lot of it and it's going to be thick, so try and swallow as it's coming out okay? If you can't swallow it, just let go of his cock." Twaana nodded in understanding.

Simba had his eyes closed. It had been a while since he was this aroused and his cock throbbed with anticipation. The King reached under Twaana and started fondling his ballsack which only made the feeling more intense. Finally, he was able to let go. His body shook and his load shot through his shaft and into the cub's muzzle.

Twaana was surprised at the force at which Simba's cream filled her mouth. She tried to swallow, but the cum kept coming and she let go of Simba's cock. The white goo kept shooting and covered her face and belly. It was a lot, but Twaana reveled in it, swallowing the load that she had and licking her lips to try and get the rest. Almost instinctually she went back to lick up the cum that ran down Simba.

Nala butted in at this point and took the cub off the pulsating cock that seemed to dwarf her. "Here, honey, let me take care of this and then I'll clean you up." Nala said.

"Okay!" Twaana replied, still licking her lips.

Nala started sucking the remaining cum off Simba, pushing his cock to the back of her throat in an effort to remind the King that no cub could ever take her place.

"Oh, that feels nice," Simba purred. "Give me a few minutes and I'll show you how a king truly rules his pride."

"Ohhh," Nala said seductively as she lifted her head and Simba's dick fell limply to the side. Using her paw she wiped a strand of drool that was falling from her bottom lip to the floor. "Let me clean Twaana up first and we'll see where you stand," Nala gave a small smirk to Simba and went over to Twaana, lifting her tail and waving her hindquarters in Simba's face. She started licking the lion seed from Twaana's face and remarked, "I haven't seen this much cum from you in a long time."

The scent of Nala's ready pussy filled the Lion's senses. Simba's desire to fuck his mate again almost clouded his entire train of thought, but when he looked at Twaana he was reminded of Kopa and realized that his son had left quite a while ago. Pushing himself off the wall, he started heading for the cave entrance. When he passed Nala he used his pawtoe to trace her pussy as he said, "Well, tonight I'll let you swallow so much, you won't even need dinner."

Simba heard a satisfied purr from Nala as he exited the cave. He hated to leave a cave full of sex-craved lionesses, but he couldn't let his son be outside without someone to watch him and Timon and Pumbaa obviously hadn't done a good enough job earlier. Kopa wasn't immediately in sight which worried Simba.

"Kopa!" he yelled out to the pridelands. His son was small so he couldn't have gotten far, but it still didn't mean he couldn't find danger. Somewhere behind him, Simba heard an inaudible response. The King turned around and only saw the cave where the lionesses were teaching Twaana how to properly eat out another female's cunny. Simba heard the noise again and looked up. At the peak of Pride Rock he saw a small black dot which he immediately knew was the Prince.

The King made his way up the narrow path to the peak of his kingdom where he and Scar fought for the first and last time. At its edge lay Kopa with his front paws and his head hanging slightly over the edge. This impressed Simba that his son had enough courage to lay at the literal edge of the rock even though Simba, himself, had been up there numerous times.

"You know you're not supposed to be up here without me or your mother," Simba said sternly, but still gently enough that his son wouldn't think he was being scolded.

"I know," the Prince sighed. Kopa never turned around, but instead stayed on his belly looking out at the Pride Lands. "But I like it up here, and this way I don't have to hear anything from down there."

"Are you upset about what you saw your mother and I doing in the cave?" Simba sat down next to Kopa trying to figure out what was causing the cub to mope.

"No," the cub replied. "It's what Twaana was doing. How was she able to excited and I'm not?"

"Oh," Simba understood now. "Are you wondering why you didn't get an erection?" "I guess," Kopa said. "Just give it a little more time. Lionesses mature faster than lions." Simba said reassuringly.

"Yeah, but yours is so big. How can I be king when mine doesn't even do anything." Kopa rested his head against his paws. Although Simba hated to see his son sulk, the envy that Kopa had over his penis size was admittedly flattering.

"You think mine was always this big?" Simba waited for a response but got none. "You forget that I was your size once and I had to compete with your grandfather."

"I don't even know what he looks like," Kopa retorted.

"Well, according to your grandmother, he looked a lot like you. You have nothing to worry about," The King said as he laid down in a similar position to Kopa. He nudged his son so that Kopa wold look at him and said, "When you're older, all the lionesses will want to be all over you. And you'll want them to be, trust me."

"Really?" Kopa said in a way that expressed both interest and disgust.

"Yeah." Simba said. "Now what brought you into the cave in the first place?"

Kopa brought himself up from the ledge so that he was in a sitting position. "Well, Timon said that you needed his help when you fought Scar but me and Twaana said that no one ever told us that and Timon said that it was true but..."

"Hold on," Simba had to interject into his son's little rant. "I did need Timon's help, but not when I was fighting Scar by myself."

Kopa smiled, "I knew it." Then Kopa thought for second and asked, "Dad, I know Scar ruined the Pride Lands when you gone, but why did you have to fight him?"

It was Simba's turn to get up from sitting as he sighed knowing that now was the time to reveal the whole situation to Kopa.

"Huh, two big lessons in one day. You know how to stretch my limits," Simba said with a nervous laugh. "Are you sure you want to know right now?"

Kopa nodded his head, wondering what the story could contain that he would have to be ready for.

"Well, there's a reason why you've never seen your grandfather," there was a sadness in the King's voice as Simba told Kopa everything about Scar, the hyenas, the stampede and Mufasa's death. He told his son about how he ran away from everything and how he saw his father one last time. Kopa listened intently, a new hatred for Scar grew in his small heart.

"You see, Scar wasn't meant to be king and when he took over, the circle of life was broken. It is my duty to make sure that the circle continues and it will be for you when you're made king," Simba concluded. The Prince sat in silence, trying to take everything his father had said in. Finally, he looked at Simba with a single tear running down his cheek.

"Dad," he paused. "Dad, will I ever lose you?"

The words struck Simba in the heart as he was reminded of the last night he saw Mufasa alive. It hit Simba that his son depended entirely on him and admired him the way that he had admired Mufasa. The King now knew the fear that his father had had the night after incident at the elephant graveyard. How could Simba tell his son that he would die one day? It took Simba a moment to respond.

"No," Simba answered. "No, you won't ever lose me. Because even when I'm gone, I'll be with you and watching you just as my father was with me. Just as I am at once, you are the future king."

Simba was surprised at his eloquence. Perhaps, Mufasa's traits were stronger in him than he thought.

"The king's of the past are always watching over us." he paused. "And one day, I will be with them watching over you."

Kopa sat in silence. He knew what his father meant and he dreaded the day when Simba would leave him. He then said, "Do you miss your dad?"

"Every day," Simba did not even hesitate to answer. He put his paw around Kopa and brought him in close, "Are you ready to go back down?"

"Yeah," Kopa said, glad to be so close to his father.