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Brandon walked up to the oaken door of Ben's modest house, glancing down the tree lined street and taking in the scents of late summer. He'd been coming here for quite a few months. At first he'd been very timid and shy, over time he'd grown confidence, and now, he paused to reflect upon the past as he looked out over the picturesque scene. Trees lines the boulevard, and quaint modest houses lined the street, the flowers in their gardens in front adding to the fragrance of the late afternoon. The scent of fresh cut grass caught his nostrils, and the flared, making his mouth water. Sometimes it was hard to fight down the equine instincts, but he could at least stop himself from grazing in a stranger's yard.

Brandon took a deep breath and squared his shoulders, pressing the small door bell button next to the oaken frame. Ben had been a little elusive, but entirely adamant that Brandon come over this evening. He'd had "a surprise" for the young stallion. He'd caught the inflection in the voice and was wondering just what the surprise could be. Over the last month or two, they had explored each other fully. Brandon had taken the thick black and long equine phallus Ben fed him eagerly down his throat, and Ben had swallowed every inch and load Brandon could give. What more could he possibly have to surprise the young stallion?

His cock, snaking down his left thigh, part way to his knee hardened a little. He'd been going commando for a while, and had finally begun catching the eye of people in his class. Of course, it might have to do more with his confidence and charm, but Brandon was not taking any chances at this point. He felt a million feet tall, and like he could take on the world. There was just one problem.

He was still a proper virgin. Sure he had cum with Ben, even deep throated the bigger stud, but he'd never topped, or had been topped. But, well, he was patient. If anything the last few months had taught him with Ben is that he'd learn more about himself each and every time he was with the older stud, and that every time he did anything, he could learn from the experience. Even if it was nothing more than just listening to what the other had to say..

The door opened, and Brandon squeaked. Ben didn't meet him at the door. It was a lion humanoid who stood there. The lion took the equine in, glancing from mane to hoof, grinning at what he saw. He caught the distraught look the equine gave him and repeated the words Ben had taught him.

"Hi, I'm Donny, Ben's waiting for us.... Please..." and he gestured with his hand, beckoning the handsome young stud in. Ben had given the young lion a lot of advice. 'He might bolt. If he does, let him, I'll deal with it later. If he doesn't just follow him in, and keep smiling. Be submissive, don't pounce dammit. I know he's prime meat in your mind, but let it go for now!'

Donny held back. He really wanted to pounce on the poor stud. He was tall, plainly handsome and carried himself well. Donny could detect a light cologne on the equine and drank it in, trying to hide the fact he wanted to lick his chops in hunger. Brandon's confidence was waning, and the strong, slightly muscular equine made Donny want the poor thing all the more, to just clamp down hard on his neck with his sharp teeth in a mating bite and....

Donny cleared his throat as Brandon slowly edged his way in, his equine ears flat against his head in fear. He tried not to chuckle at the response. Ben had told him all about the young stud. How passionate, how aggressive he'd been, and how deep inside he was still unsure of himself. Donny smiled to himself a little at the prospect of what would happen this evening. He wasn't retiring. He wasn't someone who would just lay back and submit. No, he was a lion who knew what he wanted, and the tantalizing young piece of horse flesh in front of him was going to be incredibly delicious.

Brandon stepped, a little fearfully, into the den at the back of the house. His favorite Stamitz playing on the system calmed him a little. He closed his eyes for a second and concentrated on the music, letting it soothe him in ways nothing else could. He opened his eyes, and stared. Ben sat on the couch wearing his normal baggy black t-shirt and shorts. He had his glasses on, and was reading some type of magazine or periodical. He smiled hugely seeing Brandon.

"Ah, I see you made it, and you met Donny?" Ben took his glasses off, laying them and the magazine on a side table as he stood up and walked over to Brandon. He took the smaller equine in a huge hug, and kissed the young stallion deeply. Brandon only resisted for a second, finally succumbing to the kiss, only to feel a set of hands on his sides, gently stroking him. He sensed a deep rumbling purr behind him as the leonine gave him a quick gentle hug from behind.

Ben broke the kiss and smiled down. Brandon looked from the equine to the leonine in confusion, finally eying Ben heavily.

"What...?"

That was all Brandon got out. Ben raised one eyebrow taking his own shirt off in one quick pull. "What is he doing here? Well I said you'd top eventually didn't I?"

Brandon spluttered. He'd wanted to top forever, but hadn't yet. Ben was no bottom, and neither was he, yet. "Yeah....but...." Ben chuckled a little tugging at his own shorts, working them down over his semi erect hose cock. It shone softly in the light, pure black, long and thick. Brandon suddenly realized the leonine male was doing the same, discarding his clothes one piece at a time. Brandon eyed the young lion. He was muscular, and maybe only a few years older than Brandon. He looked a little like his friend Danny, but his coloring was slightly different, and his smell was more, earthy. Donny smiled at him slyly winking one bright golden eye at the equine who only gulped.

He felt his long equine face being turned gently by a thick hand to face Ben's eyes. They locked. Ben smiled at him confidently, his deep brown eyes smiling at him. "This is Donny. He'll be your first." Brandon only panted a little at the implication. His first. Ben had....gotten him....his first? "But....why not Danny....?"

Brandon was shaking a little. He and Danny had gone on a few dates. They had sat under the stars on the local lookout in his grandfather's car, admiring the glow of the city, but had dared do little more than kiss. He'd so wanted to take the younger lion into his arms and to ravage him....

And the answer as to why came to Brandon. He was inexperienced. Ben had mentioned a time or two about his own awkward first times, and how much they had hurt him. He knew what it was like, and he knew that Brandon's own father would never be able to have the same conversations as Ben had with Brandon.

In fact, no one could really teach Brandon what to do in the way that Ben probably could. He'd recruited Donny, a long time fling to help him out with Brandon. The young lion had shown a lot of passion and talent, and Ben thought he might be a perfect match for the young stud for his first time.

Brandon felt his face calm a little as he looked into the deep brown eyes of Ben, realization firming in his mind as to what would come. "Oh. You want me to have a good experience, and to know what I'm doing before I try anything that might hurt Danny?"

Ben blinked twice and chuckled smiling heavily. "Exactly. My own first time was so bad, well, it was a few years before I could do anything with anyone again, and then, it was with my soon to be husband. So, well, you deserve a better start, and as for your friend, I want to help you...."

Here Ben looked a bit uncomfortable. He glanced side to side for a second trying to find his own words. "Look, Brandon. I know we've had a lot of fun, and we both know I can't be 'the one' to take you. It wouldn't be for years for you to learn how to take me, and I'm not a bottom. I can also tell you're a top, and well, I'd rather you have a good time, with someone experienced....and....I just want to help."

Here both Brandon and Donny looked a little shocked. Brandon had some very deep experiences with Ben in the past, but it was obvious that Donny hadn't. Brandon had no idea what their relationship was, but Brandon suspected that Ben had just let slip something quite profound, and had let Donny on to something very emotional for the huge stallion. Donny smiled and laid one hand on Ben's fetlocks, stroking the strikingly white fur. "It's ok Ben, I....well....I'm glad you're here I guess...and that you picked me for the handsome young Stallion here..."

Brandon blushed. He admitted to himself that he found this whole thing hot, but couldn't deny his feelings that he was glad Ben was with him in some small way for his first time. Donny kept glancing from one equine to the other, looking rather uncomfortable. Ben smiled at Brandon weekly and clasped the leonine's shoulder.

"This is Donny. I've known him for, well, a few years now. He's a bottom, and a very talented and gentle lover." Donny blushed hugely. He ducked his head and mock snarled at the huge equine.

"Hey now, I'm not all THAT subby" Donny spat the last word out. Ben laughed hugely grinning down at the feline. "Oh no? Tell that to...." The lion's paw slapped across Ben's mouth as he blushed. "Never mind horse. Introduce me formally now....and be polite you brute!"

The lion smiled hugely at Brandon taking in the sight of the sleek equine. He was so unassuming, but Donny could read the confidence the young stud tried to hide. He wanted to urge it out of him, and found his own body posture changing from one of indifference to one of desire, if not outright lust. He cocked his head shyly at the younger male, and licked his lips appreciatively and almost predatorily. Brandon stood a little shyly at Ben's side looking over the leonine.

His eye took in the tawny fur, the tight muscles, the full and neatly groomed mane, and the t-shirt and jeans straining at his well formed shoulders a little. Brandon watched a little hypnotically as the tail swished from right to left, and found his own tail following suit.

Ben took the sight in. He watched the blatant body language that screamed attraction. The two males were very into to each other. He cleared his throat. "Brandon, meet Donny. He's 25, a bottom, and has been a friend of mine for quite some time. He almost managed to take a good portion of me once, but I think my age and dominance might have been a bit too much. I think he'd be a good partner for your first time. Donny?"

Suddenly Donny looked nervous, but locked gazes with Ben and nodded. He turned to Brandon and walked forward taking the equine into a firm hug. "Hi." He said shyly. He let his hands roam over Brandon's back, feeling the slender muscles there, and rubbing his hand through the thick brown mane. The young equine's eyes closed a little at the close sensation, and he felt his already hard cock flex against his furred thigh and the quickly soaking denim of his jeans.

"Ahem....since Brandon is a little busy, Donny, this is Brandon. He's shy, but wants to be a top, and needs someone to guide him on his way. You better be careful with him, you may get a lot more than you bargained for in more ways than one!" Ben coughed, his furred fist in front of his muzzle as he looked down and to the side feeling almost like an intruder.

Brandon raised his head and locked his deep brown eyes down at the smaller leonine, the golden eyes held him hypnotized a little. He marveled at the golden color, and the feline slit they had. He shuddered at the pure naked hunger the lion had in his yes. He shook his mane a little and cleared his head. He let his new found confidence come in to play. He arched his neck a little and grabbed the shoulders of the smaller feline. Suddenly he felt his head lean down and he pressed his thick velvet lips against the lion who squeeked in surprise, but quickly returned the kiss. The equine tongue snaked into the supple maw of the feline as he kissed him deeply. Brandon closed his eyes and imagined the cute rump of the leonine spread before him, his own tongue lapping the treasures buried there. He heard the soft growl of appreciation from the lion as he kissed him passionately.

Donny tried to keep up with the stallion, trying to let his own dominance come in to play, and utterly failed. Every time he would try to take the initiative, he felt Brandon take hold of his shoulders and press him tightly to his chest. When Donny would try to angle his head aggressively, a thick hand would grip his mane and pull him back into his proper place. He melted against the bigger equine, moaning deeply and he found his throat purring appreciatively at the equine who was dominating him. His tail thrashed wildly for a few seconds.

Ben coughed once. "I take it, you are now acquainted. Well....carry on, I'll just....er....stand over here....and help....when needed." The bigger equine blushed as he stepped to the side, and watched the two youngsters.

Donny leaned into the kiss deeply. The equine had grabbed the back of his mane and was pulling him forcefully into the kiss. His own tongue licked the equine one gently, letting him know he was perfectly ready for whatever would come. Brandon nickered his enjoyment, and let his hand fall to the pert lion ass just below the tail and stroked over the base of the tail.

They exchanged breaths eagerly while they kissed. Ben watched on wondering if he'd done the right thing. Donny was a very aggressive bottom, but he was also the only one he knew who might possibly take Brandon's girth and length. Brandon was passionate, but he was worried the poor young stallion might slip his leash a little and be too rough with Donny, or worse, become suddenly shy at what he'd done, and back out. He felt himself begin leaking pre watching the two, thinking back to his own first times, and the few times he was able to top someone.

Donny growled a little as his hand slipped lower to Brandon's crotch and he felt the huge length snaking down the equine thigh, trapped in it's denim prison. "Ahhh....fucking nice!" He purred appreciatively breaking the kiss. Brandon whinnied a little, squeezing the lion's well muscled ass hard, kneading the round muscles in his thick equine hands. "Same here...."

The lion shook his mane and grabbed Brandon's shirt forcefully. "You fucking want that? You have to fucking earn it Pony!" He pulled the equine forcefully to his lips. Ben's eyes went up at that. He was seriously doubting that this had been a good idea now. He'd known Donny was aggressive, especially with masculine males, but he didn't know if Brandon was truly up for.....

His thoughts stopped suddenly as Brandon ripped the young lion's shirt off. His paws tearing shredding the garment and shoving Donny roughly onto the couch. For a second Donny looked frightened, then Brandon smirked and reached down, pulling his own T-shirt off, revealing a very defined body. Ben stared open mawed a little. Brandon had been hitting the gym, but until this moment, he hadn't realized how hard. The young equine was driven for success and for any goal he set, and it was evident to Ben that Brandon would reach whatever goal he had in mind in a year or two. His chest had thickened substantially, and his shoulders were much broader. Ben eyed the biceps and triceps with envy, as a thick vein ran down the top of the arm, and they flexed with each harsh movement. His eyes were drawn to the taught abs, the delicate clefts defining them were clearly starting to show. Ben wondered what kind of a hugely masculine stud this young man would make someday.

Donny's gaze turned ravenous. The young stud had just torn his shirt off, and looked so delicious. His own predator instincts drove him forward a little boldly. As Brandon stood there smirking, Donny reached out and lustily undid Brandon's jeans with a deft hand, and pulled the confining clothing down the thick equine hips. Brandon's cock sprung forth erect and dripping. It throbbed with each heart beat, and looked very hard and angry, each ridge and vein prominent on the very long and thick equine cock.

Donny stopped as he threw his own jeans and shirt aside and finally took the full sight of the large equine cock in front of him suddenly very afraid. He'd had big cocks before, he'd tried Ben once, and it had hurt so much. He didn't want to disappoint, and he knew his new lover here was equine, but nothing had prepared him for this. The much-smaller-than-Ben equine was huge. His lower lip quivered as he looked back at Ben. Suddenly Brandon looked unsure as well. Ben heaved a huge sigh, his own leaking cock in his hand, and he realized he was needed.

"Donny, I told you, he's almost as big as me..." Ben walked up and put a paw on the lion's shoulder. Donny looked afraid up into Ben's eyes. His voice was almost a whisper. "Yeah, but, you didn't say he was AS big as you...." Ben glanced at Brandon, who looked confused and hurt. Ben thought quickly.

"Donny. Do you LIKE what you see?" Ben winked at the lion who gulped. "Fuck yes.....it's fucking hot....but???" Donny blinked a few times staring at the stallion meat bobbing in front of him, hanging off the slender but muscular frame of Brandon.

"But?" Ben raised an eyebrow. He consciously moved his cock until it was right next to Brandon's. A light line of pre dripped from his cock onto the other stallion's cock. Brandon closed his eyes at the sensation, the familiar feeling of Ben's cock soothing him just as much as classical music usually did. The sensuous strains of heartbeat, heat, musk, and weight, calming him down.

Donny whispered. "It's so fucking big Ben! I'm....I'm scared!" Donny whispered, sorely afraid. He felt that his libido, and eyes, were all bigger than his proverbial stomach. He didn't know if he'd really be able to take the young stallion. Ben had been truthful, but Donny hadn't really believed the tale until now. Brandon was huge, very well hung, aggressive, and inexperienced. But then again, Ben was there for him. Perhaps the older stallion would know what to do. Donny gulped down his fear a little.

"Brandon?" Ben asked quietly, looking down at the young stallion. He blinked a few times, obviously calming himself. He stepped closer to Ben, letting his cock rest against Ben's familiar bulk. "Yes Ben?" "Do you really want to be a top?" Ben looked solemnly into Brandon's eyes, branding the look on the young equine's face into his memory, remembering another time and place in his own past, vowing to ease the pain. Brandon nodded emphatically. "Yes, oh yes. His ass is so perfect...I just....please?" Brandon's voice almost cracked at that. Ben chuckled.

"Not to me, you dumb horse, tell him....reassure him! You just scared him to death! Remember what I said about being hung? It's not easy? And you're going to have to be gentle. Listen to what he says ok?" Ben nodded to Brandon. He took his arm away from the young lion, and took a stance a few paces away, out of their immediate eyesight, watching events unfold.

Brandon swallowed. "I want you Donny, so bad....your ass is just perfect, and you are hot as all hell, I'm....sorry...I'll....be gentle....and I'll do whatever you want to feel comfortable.....I need you to feel good." He looked the lion in the eyes, smiling a little as he said it. His cock didn't waver, remaining fully hard and leaking copious amounts of pre with each heartbeat. Donny nodded once. "Ok, well, you better be careful. I have claws and teeth. Just remember that Pony!" Donny raised his chin a little defiantly. Brandon chuckled and leaned down for another kiss.

The two locked their lips together, the thick equine lips, and the sleek leonine lips, each moaning deeply as they kissed, Brandon tasted of spring flowers, and Donny tasted of warm sunshine and tropical fruit with an earthy musk. Brandon made sure to stroke the leonine mane thickly, raking his fingers through the coarse hair gently but passionately. Donny quickly gripped Brandon's thick cock in his furred paw, squeezing at the medial ring harshly, bringing a thick moan from Brandon.

Ben watched the two make out, his own cock rock hard. He paid it no attention. Maybe later he'd be able to do something, but he wanted to make sure these two had a good experience. Poor Brandon, inexperienced, and Donny just now realizing how much of a power bottom he was. He couldn't take Ben, but it had been a close thing. Ben suspected it had more to do with the lion's own preferences for Males younger than himself, than anything else. Again Ben felt a pang of jealousy for both of them, but shoved it down.

Soon the two were grasping at each other heavily. Brandon's hands were roaming all over the pert lion ass, the muscles taught, and the tail swishing from side to side, the tuft whipping into Brandon's sides with each pass. Donny had both hands on the huge equine cock that Brandon sported. The lion would rub the thick pre off of it and finger it into their kiss. Both would suckle the lion's fingers eagerly, tasting the sweet musk of earth and soft hay, until the next pass.

Finally Donny was whining and moaning harshly, as Brandon whinnied. The lion sat back on the couch and spread his legs, his thick feline cock was soaked in pre. He paid little attention to it though. Brandon stood in front of him his horse cock throbbing and leaking copiously. The smell of lion and stallion filled the room. It reeked of it. Thick musky earth of stallion, and the tangy scent of lion sweat mixed to create a heady mixture. Dan realized he was needed as Donny gulped once and Brandon looked back at him imploringly. They knew what they wanted to do next but were both unsure. Ben cleared his throat.

"Nice....now....Donny....do you want his cock deep inside you?" Ben lowered his voice until it was rumbling and husky. He didn't even bother to hide the thick stream of pre hanging off of his cock. He stepped forward and leaned down, looking Donny firmly in the eye as the lion all but cowered on the couch.

"Yes....oh fuck yes...." Donny breathed.....Ben felt a hand against his cock. Brandon had grabbed it instinctively and was stroking it as he always did, staring off over Ben's shoulder. He stroked it firmly from the base, fingering the medial ring, sliding up to the thickly flared head, squeezing the meat there hard causing Ben to blush for a second and to stamp one hoof.

"And...I take it you're ready Brandon?" The young stud didn't bother with words. He nodded his head and stamped a hoof as well, the equine sign of impatience. Ben noticed the huge amount of pre the younger equine was making, and that his cock was extra hard, his flare half formed. He raised an eyebrow. The fact that Brandon had held off from his rut this much was amazing.

Ben smiled a little feeling Brandon's hands on his cock. "Donny...did you prepare?"

The lion's eyes were half closed. "Yessssss...." he purred. His hand quickly gripped Brandon's cock, moistening his palm with the thick sweet earthy equine pre. Absently the young lion spread the mixture along Brandon's throbbing cock, and then fingered his ass deeply.

"Now...dammit!" The lion growled snapping his eyes open and baring his teeth at Brandon.

Ben almost reached out to both to separate and calm them, but stopped as Brandon's thick flare pushed desperately against the lions pre-soaked hole. The equine shuddered and then thrust heavily once with his muscular thighs. The young lion roared in pleasure as the blunt tip forced its way in. Ben watched, eyes wide. Brandon stamped and snorted once. "Fuck...so fucking tight!" He snarled baring his equine teeth, tossing his mane, and glaring down at Donny with an aggressive snarl on his muzzle.

Ben stepped back chuckling. He had definitely created a monster. Ben figured that by the end of this Brandon would have only one lion in mind, and the name wasn't going to be Danny, it'd be Donny.

The lion growled, his claws extended raking Brandon's sides roughly. "Dammit hold still horse! Fuck you're huge! Let a cat get used to you ok!?"

Brandon nodded absently, closed his eyes and tossed his head again, taking huge breaths, his mouth open as he panted and drooled a little. Donny smiled thickly. His own cock was drooling pre continually, the thick liquid pooling in his navel. One of his paws firmly grasped it and squeezed once in a while, his other firmly on the thick equine chest in front of him, bravely holding back the assault that was to come. He took huge hissing breaths through his tightly clenched his teeth until he was relaxed.

"Fuck stud, more, I need more of that horse cock dammit! Fuck me!" The lion snarled aggressively baring his sharp teeth. Brandon smirked, and thrust his hips roughly forward, sliding quickly past the medial ring, and up to the extremely thick base. Donny moaned gutteraly as Brandon's thighs slapped home, the huge horse nuts heaving into the smaller feline ones.. Ben groaned at the sight. He'd never seen anything like this. Donny had been passionate with him, and so had Brandon, but the two together were almost a piece of art. They complimented each other. The rutting stallion, and the starved lion bottom. Ben's cock throbbed, feeling a load of his own precum slip out of his slit and down into his hand as he stroked himself gently, and slowly.

The scent of older stallion joined the other scents in the air as the two acclimated to each other. Both of their noses twitched. "Ben?" It was Brandon who called his name. Ben opened his eyes and looked at the two. Brandon was most of the way buried into the young lion, and both were looking at him with lust. "Um....I can leave..." Ben stammered. Brandon shook his head defiantly, aggressively. "No, over here stallion, we need you for this part."

Brandon waved him over and locked eyes with the older stud. Ben gulped and walked over. Donna shifted his gaze from the his gaze from the deeper chocolate brown stallion to the more plain colored, but aggressive stud. Ben stood before the two. Brandon gave him a sly smile, and reached for his thick cock. He angled it until it was just over his own rod which was sunk deep into the lion, the mottled rod stretched the poor lion open obscenely.. Ben suddenly realized with a start that Brandon was using his own pre as lube as it leaked down onto the smaller stallion's very thick cock.

"Now, just stay there stallion, we're going to need a lot more of your pre to work this little cub up for my cock aren't we?" Brandon smiled hugely. Donny nodded and smiled, purring. Brandonrubbed Ben's thick pre into the exposed portion of his cock, pulling back out slowly, getting his cock soaking wet with the Clydesdale's juices.. Ben swallowed hard. Oh dear lord, what had he done? A monster? No, a fiend. A demon...A....

He couldn't continue. Brandon slowly thrust into the lion, and it was all Ben could do to watch. His hand slowly milked his own thick black cock's pre onto the glistening, pink and block mottled equine shaft sunk deep into the lion. Donny looked up with almost pleading eyes at both of them. His own cock straining against his feline paw. Ben smiled down reassuringly. "You're doing great. Right Brandon?"

The Stallion needed no further urging. He leaned down and took the lions lips into his roughly, kissing the eager lion deeply, feeling the rough feline tongue slide against his as he finally slid the rest of his cock home into the feline. Donny snarled and growled at the sensation but only gripped tightly with his legs. Ben's cock shot a thick spurt of pre onto the join of the two male lovers.

Ben was so turned on. He felt a tight warmth in his chest as he watched the two. The shy, retiring, and recently reticent young colt-stallion had transformed. He'd given him the opening tonight, presenting Donny, and like a prize steed at the starting gate, he'd taken off with the bit in his teeth. Brandon was not to be denied now. He knew what he wanted, and he had all of it right here in this room.

Slowly Brandon slipped a few inches out of the lion who moaned at the empty feeling, only to shriek as it was filled with raging hot stallion meat as Brandon thrust in savagely his muscular thighs slapping hard against the lion's rump and thighs. The thick cock slid in and out of the tight lion ass in a slow sensual rhythm as the young stallion worked him over. Brandon found himself snorting, holding back as much as he could, so he could prolong his two lover's needs.

Donny felt the thickness leave, and then invade him time and again, the warmth spreading out along his loins. He felt his own furry sack tighten and droop time and again as the thick equine nuts slapped against his furry taint. He felt copious amount of pre leak down onto him from Ben, and into him from Brandon. His ass leaked an almost steady stream of equine fluids. His eyelids closed in bliss, and his mouth was in a constant snarl of lust. He growled and snarled continuously as his ass was assaulted by the now very dominant equine.

Soon Brandon picked up his pace. His teeth parted in an equine pant. Sweat and foam formed along his neck as his taught muscles gleamed in the soft light of the room. Ben stood transfixed, letting his cock just drool over the two male lovers, frozen at the sight he had created. The equine drenched in sweat, and the lion moaning in submission, actually taking all of Brandon's huge length, the mottled pink and black member squelching lewdly into him time and again.

Brandon held his orgasm back, his face a study in equine concentration, his body tense and beyond recognition. He pistoned in and out of the lion, his thick cock ramming home, and squelching loudly. The poor lion laid with his head back, his eyes half open, and his own cock drooling pre and cum now that his prostate was assaulted with each thrust. Brandon kept his pace up, minute after minute. Ben was getting a bit worried again, wondering if poor Donny would be able to take the assault when finally Brandon snapped out of his reverie and began to really hammer into the poor lion. Both of them snapped awake from the erotic trance they had been in only to find they were both crashing against the rocks of orgasm. With one final thrust, and a strangled equine scream, Brandon came forceably. The long drawn out squelch of his rapidly unloading cock unto the lion ass was loud. As he came, load after load emptied into the leonine. Poor Donny's cock danced in his paw, he hadn't even stroked it once. He came, rope after rope coating his creamy furred tummy and defined chest. The lion growled hugely, and deeply, ending the feral growl in a lustful moan as he calmed from the orgasm. The thick smell of cum filled the air, tangy sweet, and musky earth. Ben's head swam.

Brandon snorted a few times, and quickly pulled out, his thick load running down onto the couch. He bent down to Donny and kissed the lion deeply. He murmured a few unintelligible words, and Ben felt himself blush at the intimate moment, caught here as an almost innocent bystander. Suddenly Brandon stood up.

"Your turn Ben." The younger stallion was wiping his cock on a towel from the stack next to the couch.

"What?" Ben snorted a little. His cock jumped in his hands. "I...."

Brandon snorted. "Yes I know, You don't ever get a chance. We'll you said it yourself, we're almost the same size. He should be more than ready for you right?"

Brandon had a very mischievous look on his face. He knew Donny had the hots for Ben just as he had, and he knew that neither of them had a chance to do anything but bask in the older stallions glory and friendship, but they both could give him what he needed. Friendship, love, and well, something someone else couldn't. Brandon could deep throat the stud like a madman, and now, Donny should be ready as a bottom.

Donny ducked his head. "Please? After all, you introduced us, and well, I've known you for years. Every friend you ever introduced me to has been awesome, and I think Brandon...."

His tirade was cut off by a deep kiss from Brandon. He gave the lion a look. "Maybe we should have dinner first? Hrm?" The smaller equine tilted his head. The lion laughed weakly. "Sure....sorry."

The lion still turned his head to Ben.

Ben was raging hard. He didn't want to pass this up. He walked up to the leonine in a daze. It had been so long since he'd been able to do this, and now he was confused, and lost. He'd introduced the lovers, hoping they'd make a great couple, and here they were both welcoming him. He gently knelt in front of the lion, his flare pushed heavily at the lion's cum filled hole the juices white, thick, and smelling of Brandon leaked out lazily. He gulped. For once the big strong stallion was nervous. He could count on one hand the number of guys he'd topped....and now...

He felt a hand on his hip and one on his cock guide him into the lion. Brandon smiled hugely. "My turn Ben. You taught me a lot. Today you taught me more than you can know. Let the barriers down, and enjoy this...." The smaller equine shoved his hips forward and suddenly he was buried a good ways into hot sloppy lion ass. Donny snarled appreciatively. "Ooooh" he moaned.

Soon Ben found himself thrusting forward a little more as Brandon's hands guided his hips. Suddenly he felt Brandon's lips on his own, kissing him deeply. "Ben...yes....that's it big stud....you have this...." Ben whinnied a little in confusion. He was usually the one in control, and now he was breeding a little bottom lion as his little stud guided him on. He shook his mane in confusion, but gave in until his hips rested gently against the lion's warm fur.

"Oh FUCK! Just like you Brandon...he feels just like you!" Donny panted, his cock once again hard as a rock, dripping the tangy lion seed against his own crotch.

Ben snorted, unsure of what to do. Suddenly Brandon's hands pulled on his hips, and guided him back smoothly. "In and out, Ben, you remember...like your cock in my mouth...." Brandon murmured into his ear, it twitched at the hot sultry breath. Soon he found himself pistoning in and out of the young lion. "Fuck.....ah....., so fucking big Brandon....." The lion panted. Brandon took the leonine cheek in his paw and smiled. "I know....he taught me...."

Ben couldn't speak, couldn't form a coherent thought, the only thought he had was to breed the mare beneath him, and to unload his heavy balls into this willing bitch in heat. Suddenly he broke his reign, and began to buck wildly. His fucking was more rut, and less controlled than Brandon's but it was just as passionate. His breaths came thickly from his equine mouth and nose, he drooled a good amount onto the lion's chest, matting the fluid into Donny's fur. Soon he felt his balls draw up as he began to cum "OhhhhhhHHHH Fuck!" He screamed hugely, the cry ending in a very horse like whinny that shook the windows. Donny cried out again as he came, Brandon looked on with a huge smile on his face.

Soon Ben wound down, and slowly pulled his cock out of the well used lion's tail hole with a long squelch, streams of the two equine stud's cum leaked down onto the couch. "Fuck, I forgot a towel..." Ben whispered looking down at the now ruined couch cushion. Laughing Brandon took him in a huge hug. Donny, stood a little shakily and did the same.

"Thank you Ben, really, you've done more than..." Brandon began. Ben pushed him off slowly. "I....I'm sorry, I meant for you two.....to....well...." Donny and Brandon shared a look. Then Brandon smiled looking at Ben. "What? You think this is going to darken any chance we have together? We haven't even had dinner yet old hoss. This was just a nice little get together. Who knows, it might be repeated in the future..." Brandon smiled.

Ben's mouth gaped open. "I mean....you could....love and all...."

Donny laughed. "Ben, isn't it a bit early to impose roles on us? We just met. We'll see how it goes. I think both of us have loved you and thought of you as a friend for a long time. Thank you for this. For your sake, we'll see what the future holds.....you never know" the lion smiled up at Brandon draping one predatory arm around the equine and he snarled slightly. "Oh...I know..." Donny smirked.. The name Danny was no where on the smaller Stallion's mind....all he could think of was the name Donny.