Learning from a Lioness

Story by FakeMan on SoFurry

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After taking quite a trip, a man ends up in a conversation with a lioness. She offers up some insight as to how, in the leonine world, the fairer sex has things better.


Disclaimer - This is a work of erotic fiction, please do not read if it would be illegal for you to do so.

Learning from a Lioness

Well, I was supposed to come out here to find myself, which is really an odd thing when you think about it. As far as I can tell, I've always been exactly where I am at the moment, but this self-discovery was as good an excuse as any to come and see Tanzinia, which was, according to a genealogy website, where most of my ancestors came from.

The locals had some very different ideas of what it means to find yourself though. There was this crazy feast with drumming and singing in a language that I couldn't understand, and of course, whatever that grayish mashed up root was. It tasted like socks and black licorice, but the guide claimed it was perfectly safe. It really turned my world upside down though. I think this is supposed to be like a vision journey or something, I wasn't quite clear on the details. Now, I feel like I've been walking for days, or a few minutes? I don't feel hungry at all as the foreign landscape flies by. Whatever that stuff was, it's strong enough that I'm not at all surprised when I find myself talking to a lioness lounging on a large flat rock under the shade of some kind of thorny tree.

"You're not going to eat me are you?" I ask as I watch her tufted tail thumping against the scrubby grass.

"I suppose not." Her voice purrs, deep and throaty. "Although if I was, that question wouldn't do you much good, now would it?"

I pause."Are you supposed to be my spirit animal or something?" It feels like I'm breaking some kind of rule as I ask, although I can hardly imagine it's any secret that I'm dosed up to the gills on some kind of sock-root and absolutely tripping balls.

"No. Generally that kind of thing is left for more of the self-righteous crowd." She gets up and extends her claws, lowering her shoulders as she stretches and yawns.

"So . . . am I looking for a different lion?" I don't really know haw any of this works, and to be honest, I'm not sure how many rules the world could have at a time like this. It couldn't be more than three or four . . .

"Really?" Her broad paws pad against the ground as she walks over to me, looking up at me with her aprising golden eyes. "We already have a lion here, and he's a useless sack of mane and ego. Probably off basking in the sun and grooming himself as we speak. Why would you ever want to be something so useless?"

"I don't really know. I'm new here . . ." I reply. "Aren't the males supposed to be the king of the jungle or something?" I hazard out.

She scoffs, pulling back her lips in disdain and revealing her large white fangs. "Quite the opposite I'd say. The lion is more like a village idiot: everyone has one, but they're really just dwelling on our good graces. Us lionesses have to do all of the real work." She rubs up against the side of my body, her tawny fur both coarse and soft at the same time. "And this is hardly a jungle."

The huge cat has a point there. There's not a whole lot of green here. "I guess you're right." I emit a hoarse nervous chuckle as her tongue scrapes up the back of my hand. It feels like hot wet sandpaper, and I'm not sure if I'm laughing because of the weird sensation, or because I'm afraid she's going to eat me again.

"Hmm . . ." Her flexible body pads around, rubbing against me with her considerable weight as I stumble slightly. "There is some potential here though . . ." The huge cat's cold nose huffs against my thigh.

"For what?" I ask, not quite following her train of logic, but then again, I _am_talking to a wild animal while buck naked in the middle of the scorching heat of the Serengeti.

"Would you like to find out?" her voice is sultry and teasing as she glances suggestively up at me.

I shrug. "Sure?" If this is supposed to be some important life-affirming experience, it sure doesn't feel like it. Right now it's just oddly kosher.

"Well then." She pushes her feral body up with her powerful hind legs, front paws landing heavily on my shoulders as I stagger and then fall backwards, feeling her solid mass come down on me in a hard fuzzy thump.

I start screaming, putting my hands up to prevent her from biting into my neck as I hear a sigh. "What are you doing?" She rolls her eyes.

" . . . Uhh . . . You're really not going to eat me?" It's a little hard to breathe with her weight resting on my chest, her tawny fur contrasting with my mahogany skin.

"Didn't I already say as much?" The lioness grins. "Well, at the very least we'll save the eating for later . . ." And with that, she laps in at my cheek in one long hot stroke, prickling against my skin. I can smell her scent from up this close, a sandy combination of dust, hot fur, and an animal musk. It's is almost overwhelming. She laps out again, this time dragging across my lips before sliding into my stunned mouth.

Does this count as a kiss? If it does, it's the best I've ever had. Her wide rough tongue tickles across my gums and scrapes across my own fleshy oral organ, feeble in comparison. I can't help but turn my head a bit and lick across her huge pointed fangs. Wrapping my arms around her massive head. She purrs a deep throaty rumble as I gently rub her ears between my fingers. It just seems like the right thing to do.

The sensations get more and more intense as my head begins to feel hot and strange, like the sensation you get when you have your sinuses drained. My jaws creak and my own teeth start to sharpen impossibly into points. Her tongue slides out of my gaping mouth and laps at my nose as it presses out, turning brown and leathery, new feline nostrils huffing as she teases them. As she scrapes across my own ears, they pull up the sides of my head, nestled in my new fur as my tight curls of black hair fade into a tawny coat that's a shade darker than her own straw colored pelt. As my head continues to change, her sultry scent becomes stronger and stronger, and my panting tongue grows wider as it laps out instinctually, becoming more flexible and developing prickly texture as I lick out past the fuzzy light fur on her chin.

Shaking my heavy head, I pause to think. "Is this normal?" I ask, with my now oddly rumbly voice, trying to focus as my eyes blaze into a brilliant topaz color while she tenderly licks across my fuzzy brows.

"We don't get many new additions to the pride, my dear. But sometimes people just seem to fit. With a few changes of course . . . " She purrs as she steps back, paws flanking my shoulders. I can feel my cock pulsing against the soft fur of her belly, swelling out longer as she nuzzles against my chest. Soft sleek fur brushes down my neck as I wriggle around under her weight, sensations becoming overwhelming in the best of ways. I slowly realize that I don't really care if it's normal if it feels_this_ good . . .

"So . . . You said you already have a lion around here, and it doesn't sound like you need another one." I pant out, raspy tongue licking up against my own nose as she teasingly licks across my chest, nibbling at my small human nipples.

"We most certainly don't. But there's always room for someone that can hold their own weight in the pride." She rumbles as she nips at my chest. I pull my head back and moan as the intense pressure combs through the forming coat on my belly. It feels better and better as my nipples seem to pull down towards my waist. I look down, eyes wide as I watch each of my mammalian lumps divide itself as her hot pink tongue scrapes over them, dragging them down along my belly as the fur races to cover up and brush against my animalistic teats. Slowly, each barely raised pert lump of flesh is subsumed by light tawny fuzz as she licks over my sensitive belly nubs, closer and closer to my throbbing erection.

My breath shudders out as my body stretches out in pleasure. I hold out my hands against her powerful chest to give myself a moment to think. "Wait . . . So uhh . . ." I have no clue how to begin voicing my concerns, especially given the fact that I'm under the hot heavy body of what seems to be a perfectly rational lioness. But all mammals have nipples, so this isn't that weird . . . is it?

"Oh?" She licks at the outstretched fingers on my left hand, tongue slipping between them wetly. "Is something wrong, hmm?" As she suckles on my digits, they begin to swell, and new muscles tense as my nails thicken into sharp claws that pull back into the ends of my expanding leathery padded paws. She pays special attention to each of my thumbs, nibbling at them as they pull back and to the side, locking in place, feeling amazing as her mouth envelops them and the fur begins to race up my arms.

It doesn't seem like a good idea to voice my concerns to the lioness with my hand in her mouth . . . err . . . my paw? I turn over my changed digits, wide heavy feeling paws stretching out, claws flexing. It makes me feel oddly satisfied, powerful even.

"I thought not . . ." She purrs, butting her head against my neck as I lick my dark chops slowly with my flexible pink rasp of a tongue. "Now then, this just seems out of place now, doesn't it?" Sliding her chin back against my belly, her hot breath huffs against the head of my cock. "So very crude, and unrefined." She takes a single tentative lick that sends lightning up my spine, making my back arc under her weight. That rough tongue is just too much, sending prickling jolts of pleasure and pain through my entire body.

"Aggh, wait." I wheeze out as her sandpaper tongue scrapes up my member, making it jerk and drip out a clear streak of pre.

"Hmm?" She rests a paw on my underbelly.

"S-sharp . . ." I manage to pant.

"Oh, you poor thing. So frail . . ." She licks in again, scraping up with her grinding tongue from under my tight balls all they way to the pulsing tip of my shaft. I wrap my paws around her shoulders, claws dragging across her thick pelt as she purrs. "You boys are so delicate. Let's toughen you up a bit hmm?" And with that she licks her lips, looking me in the eye as she opens her muzzle and engulfs my shaft in her hot balmy muzzle.

The sensations are too numerous to process. The sides of her mouth are smooth and giving, while her palate is slightly ridged though slick and firm. I can feel the pearly hard sides of her fangs brush against me as her tongue flickers, rough and prickly on one side and smooth and slippery on the other. Slowly, she bobs her head, and I can feel my member twisting in her maw. Her nose huffs at the tawny fuzz of my crotch as I feel my testes begin to tighten, her long tongue dragging across them.

I yowl out in wordless feline sensation as she grinds against me harder, her balmy maw making me twist and writhe as the sensations grow more and more intense. Bucking my hips, I feel my shaft arc up as my balls twist, feeling like they are mashed up against me as I cum into her rumbling muzzle. I close my amber eyes and lean back, but the sensation of orgasm is completely different than what I'm expecting. Her mouth looms larger and larger around me, teasing my entire length as I loose diminishing jolts of male essence against her seemingly massive tongue which laps it up with eager efficiency.

My testes feel strange as her tongue laps across them, again and again in long hard strokes. With every tug of my cock, I just feel like I need more. I can't explain it, my flesh pulsing and seething, pulling back tight against me as suddenly the feeling changes, impossibly inverted as I feel her raspy tongue somehow push against me, making me yowl and then scraping against my insides.

Letting out a muffled leonine moan, I look down, and see her lapping at my crotch, now shrouded by fluffy sand colored fur. My eyes go wide as they process what the feelings are, watching her look up at me with a knowing smile as she takes one last lick over my now glistening female feline orifice, teasing the button of a clit crowing the top of the slick tight animal labia. This seems like an impossibility, but it feels more real than anything else, all hot roughness that scratches an itch that I never knew I had, all of the pain switched in to pure unadulterated bliss. I watch as she turns her head, scraping down against my new formed femininity, tugging it with her rough pink tongue, grinding it slowly down towards my exposed anus, making my entire body quiver as it settles into its new prominent feline position.

"Please." I pant out, head swimming in new sensation as she lifts up her head and licks her chops, stepping off of me. "I just . . . I need . . ." I don't know exactly what it is that I'm trying to say. All of this unfulfilled lust is bubbling up inside of me as my new pussy pulses with glistening intensity.

"You remember." Her brown tufted tail swats against me as she walks by my exposed, sphinx-like body turning to look down at my now feline face. "How I said I wasn't going to eat you?"

" . . . Yes?" I mewl out a soft reply.

"Well, it seems I've lied. Now if only someone would return the favor . . ." And with that she nuzzles against my neck, her massive forepaws stepping down over me. She takes her time, teasing my new sets of animal teats as she plants her hind paws to either side of me, her exposed feline pussy inches from my leonine muzzle.

I can't help but huff in her spiced musk as I tentatively lap forwards, tasting her pent up lust as I brush against her exposed labia.

"You're not going to hurt me you know. A lioness is a much hardier beast then a lion." She licks teasingly up my inner thigh, coaxing the changes down my legs as my muscles bulge and my skin thickens before being covered in a cascade of downy fur.

Newly formed whiskers twitching, I scrape against her even harder, watching the base of her tail flick to the side in pleasure as I grind against her, tasting her animal desire. With more and more confidence, I ravish her exposed pussy as she teases her way down my legs, nibbling at my toes as my feet raise up off the ground. She teasingly suckles on every digit as they begin to swell, becoming broad while tough leathery pads form at the bottoms as my nails condense into heavy feline claws that click against her sharp teeth before they retract. My new foot-paws tense and stretch out as I feel her femininity pulse, my tongue just barely slipping inside of her, making us both let loose a rumbling growl of bliss.

"Now you've got the idea." She purrs, nuzzling against my newly formed leonine legs. "And I only think that turnabout is fair play . . ." And with that, she leans in, her huffing breath panting against my exposed snatch before she slowly licks out and grinds across my torrid pussy, making my ministrations pause in shock as she spreads me wide, teasing my flesh expertly.

"No no. Don't stop now . . ." She wriggles her rump invitingly as her coy voice speaks back to me. "Not unless you're finished . . ."

I'm certainly not. The building throbbing between my legs is only rising in intensity. I move my broad paws up, framing her moist feline labia, before I lick in, rubbing at her flesh, while straining past the firm edges of her femininity. Her tail tenses up, waving about wildly as she bends back down and teases my pulsing clit, every tightly bundled nerve sending lances of pleasure through me.

My rear paws paddle in the air as she teases around the tight dark edges of my snatch, making the pressure build and somehow condense, pressing against me, driving me mad until with a satisfying crack, a bud of a tufted tail tugs as it pulls out, new sensations blooming as she drills into my fresh feline femininity. My licks become slower and stronger, slipping deeper inside of her clenching passage, tasting the tang of her catty passion as I scrape against her insides. She slowly pumps her own pink rasp inside of me, grinding against my insides in the best of ways, sending waves of prickly pleasure through me as my forming tail begins to pull out longer, writhing of its own accord.

Her body lies heavily against mine, soft fur rubbing against my animal teats as we both lap into each other's quivering orifices. I can feel something building inside of me, not the same feeling leading up to a male orgasm, but something far more subtle, and also infinitely stronger. I can feel my insides clench and writhe around her with increasing desperation as her own strong passage squeezes my tongue against itself as I grind inside of her and slip out against her taut clit.

My forming tail jerks out longer, patting against the brushy grass, stretching my anus from side to side as my vaginal muscles tense and pulse with increasingly fervent strength. I lose any sense of restraint as I wildly shove my tongue inside of her, feeling a long tight squeeze as she leaks out her potent clear female lust that sets my senses ablaze.

Hot breath panting against my tender new sex, I feel her nose butt against my tender entrance as she thrusts deep inside of me, expertly twisting, pumping, grinding in with practiced dexterity as my muscles go wild. Losing myself, I let out a muffled roar of bliss as my entire body thrashes in overwhelming sensation, my fully formed tail batting wildly around as all of my claws extend and my ears fold back along my feline skull. I feel her own pussy clamp down with a fluttering moment of indecision before it begins to wildly spasm, tugging at my tongue and gushing out female lust as I sink further into her.

And it just doesn't stop. I keep expecting some kind of abrupt end to the body rocking ecstasy of female feline climax as we writhe together, but it just goes on and on while she grinds inside of me with her sultry scraping tongue, making me growl out and yowl in pleasure, leaking a heady female slickness as I wildly lick into her own clenched femininity.

After what seems like hours, we're both completely spent, and she rolls off from on top of me, snuggling up against my side in the shade of the scrubby tree as we both pant for a second in silence, catching our breaths.

"That . . . was amazing." I purr out, nuzzling against the nape of her neck.

"I thought it might appeal to you. It's always nice to have more _worthwhile_members in the pride." She licks up against my fuzzy ear tenderly.

I lie back as I think about what just happened. I'm not sure if I've really found myself . . . It's almost like I've found something even better . . .