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Scar looks across the barren Pridelands from the precipice of Pride rock. Everything was going wrong, the lion groaning as he heard the approach of the three hyenas behind him, knowing that they were going to complain about the lack of food. Why couldn't they all just be happy that they had power and authority now and worry about their stomachs later? He turned and gave them a scowl, growling them away as he wanted to be left in thought of how he was to keep his subjects in line. They needed food and water but the dry season seemed to be deadly this year. Out of the corner of his eye he saw a distant shadow, then another. He gasped as he saw two lions approaching in the distance, Nala whom had seemingly ran away, and to his guttural dismay, his nephew Simba. "So. The hyenas left you alive after all. This should be interesting." He walked back away from precipice, awaiting the arrival of his nephew and the traitor lioness.

Simba began to climb up pride rock, going ahead while Nala and the rest of his friends distracted the hyenas. "Hello Scar, how are things working out for you?" The prince growled softly towards his uncle. He hadn't believed his eyes when he had seen the desolation of his home. And yet, it seemed like his uncle was killing the Pridelands bit by bit.

Scar backed into the base of the rock as he saw Simba approach him, seeing the anger and fury in the stronger male's eyes, yet he had a plan for this encounter and knew how to control each of the younger male's decisions. "Simba, Simba" he said in mock distress. "Uh...things are going fine. A bit of a drought these days but you know, everyone is alive and well. That's what's important right?"

Simba snarled softly, fury in his eyes as he began to approach scar, claws unsheathed and ready to fight if his uncle resisted. "Not everyone is Scar." The prince growled at him, a shiver passing through his form as he saw his father falling to his death.....because of him.

Scar lowered himself slightly at this, hearing that Simba was still not over his father's death. Good, he could use his nephew's guilt against him. "Come now Simba, you made a mistake. We all make mistakes now don't we? How's this, you and I work together to bring the Pridelands back to its former glory? Hmmm? Come now, be a good lad and join your old uncle to rule together."

Simba hesitated at that, honestly, out of all the things he expected to happen, hearing Scar ask him to rule with him, after all but exiling the cub from his home, wasn't even on the list. "Why would you want to work with me Uncle Scar?" Simba asked, confusion replacing the anger that had been in his voice previously. He'd even begun to refer to him as his uncle again, just as he had when he'd been a little cub.

Scar walked forward slightly, wanting to keep the conversation quiet so he could work out his plan. "You see Simba, I sent you away so you wouldn't have to deal with the emotions of the pride after your father died. But now I need you back here with me to help me turn this near crisis around. We are quickly running out of food and water and we aren't getting any new cubs as the lionesses refuse to let me mate them after I brought the hyenas here to help. I need you with me Simba"

Simba eyed Scar warily as his uncle walked up to him, listening to him and nodding his head slowly. "How can I help though uncle?" He asked him slowly. He could see how he could help with the lionesses, after all, his father had taught him it was his duty to seed his lioness to insure a future for the pride. But for food and water? He wasn't exactly sure what he could do to help with that.

Scar began to circle around the younger lion, smiling as he knew he was in complete control of the situation. "Simba you are younger than I and the lionesses will trust you much more than they seem to trust me. I would want you to mate with the lionesses while I took care of getting the hyenas and a few lionesses to go out on some expeditions to get food and water for everyone. You'd just be in charge of filling all the females to the brim with your fertile seed and you'd be loved by everyone. Think you could do that? And when the cubs begin to grow, you'll take care of all the horny lionesses needs. Sound like a plan? You don't need to worry about anything but being a good fertile cock to fill those pussies with seed."

Simba blushed heavily as Scar began circling him like he was a piece of meat, being told he just needed to be nothing but a big fertile cock to keep all of the lioness's filled and satisfied. "U...uncle, I can be more than just some warm cock to keep them filled, I can help you with more than that can't I?" Simba asked him quickly, clearly off balance from what his uncle had told him.

Scar smiled warmly and even dared to nuzzle against the confused male. "Now now Simba, you don't have any experience trying to run a kingdom. The lionesses trust you in more ways than one. With you breeding them and taking care of their physical needs, you would also be my advisor and liaison per say to them so they would work together with you and me to make the Pridelands strong and flourishing again. No need for you to try and rush into learning political strategies now right?"

Simba blinked at the sudden affection from his uncle, a weak purr escaping his throat. He hadn't felt something like this since Nala had found him, and the younger lion found himself nuzzling his uncle back. "I....I suppose, at least until I can learn everything I need to know." Simba told his uncle slowly. Hopefully, this way, his uncle wouldn't have to breed him as well. He remembered seeing his father rutting some of the male lions that had come through the pride lands, to show them who was in charge of the pride, a show of pure dominance.

Scar smiled as he came face to face with his nephew. "There' a good lad" he said with a soft smile. "Now I know you've seen your father making dominance claims before over other males. But if you and I are to rule together, we need to both show to the pride that we are not going to be competing for dominance with each other. Therefore I propose that we mount each other on the precipice of Pride Rock so all may see that we have nothing but good intent for each other's wellbeing. I'll even let you go first my King." He licks the muzzle of his nephew softly before bumping his head along Simba's side, ushering him forth toward the rock, shaking his tail in anticipation, his plan working perfectly.

Simba's shaft jumped at Scar's words, the lion's large cock already growing hard at the thought of being able to try and breed and dominate something. He didn't want to admit it, but this would be the first time that he had either been with, or been bred himself. He licked his uncle back tenderly, his eyes glued to Scar's shaking tail and ass as he began to follow after him like an eager cub, an excited smile glued on his muzzle. It was clear the only thoughts going through his head was the thought of being able to sate his achingly full balls. "Thank you uncle....I...I've never actually done this before." He told Scar slowly as he followed him to the precipice of Pride Rock.

Scar roared loudly to get all the lionesses and hyenas attention, grinning at what was about to take place. "Attention all! Simba has returned and has graciously accepted my plea for assistance in ruling the Pridelands. We will be working together. Simba has offered to be my co-King, advisor and official breeder of the lionesses so that we may build the trust we seem to have lost. Together Simba and I will do our best as your kings to bring peace and flourishing times back to the Pridelands. So that all of you may witness that we hold no harmful intent towards each other, we will both show our acts of dominance by mating each other, holding each other as equals in the eyes off all, so that we may become one before your eyes, one unit working together to ensure prosperity for all." He looks back at Simba, making sure his nephew agreed to his decree before laying down in the position of a lioness. "Don't worry Simba, this will be my first time too, seeing how the lionesses refused to cooperate. But with you back, they'll have no choice but to have you under their tail."

Simba couldn't help but beam as he looked out at the assembled creatures of the pride lands, standing tall and smiling out at all of them as his uncle laid out his decree. His attention shifted over as he saw his uncle assume the position of a needy lioness, the pent up male licking his lips as he gently slid over his uncle, nuzzling him lightly as he lined himself up. And with a huff of effort, Simba's barbed shaft slid into his uncle's ass, Simba let out a deep moan as he felt that wonderful heat surround his cock, starting to thrust slowly, to build up a good tempo as he worked to start breeding his uncle, treating him like a real lioness beneath him, ready to grow heavy with his cubs.

Scar smiled as he raised his tail as Simba mounted him, making sure all his subjects were watching the display to ensure none would miss out on how fair he was treating his nephew when things changed in a few minutes. He grunted softly as he was penetrated, feeling the slick shaft enter his tailhole, memories of Mufasa claiming him this way rushing through his head before repressing them, focusing on the duty at hand. He moaned as Simba began to thrust in a good rhythm, genuinely impressed at the youth's tempo and pace, noting that the male was horny yet still in control of himself enough to make this enjoyable for both of them. Scar felt his cock grow from his sheath as his prostate was prodded against from Simba's thrusts, clenching his tailhole around the barbed pucker, wanting to empty Simba out so he could be claimed in a much different way after he filled Scar's bowels.

Simba's thrusts were beginning to come faster and faster. Simba's breathing coming out in quick huffs as he pressed his body tightly against scar, burying his face and muzzle in his uncle's mane, breathing in his scent. Every thrust sent pleasure through both lions, Simba's cock twitching from the sensations rushing through him, his balls tightening and constricting before Simba bit down on his uncle's neck, claiming him as his cock exploded, his barbs flaring out within scar to rub against the walls within him, as though Scar was a real lioness and the lion wanting to make sure he'd be able to seed Scar good and heavy with his young, to sire the next generation of cubs for the Pridelands.

Scar rumbled as he felt Simba breeding him hard, almost wishing he could be a lioness if this was what it felt like all the time. He felt his nephew bury his face in his mane and clawed at the ground as he felt Simba's thrusts increase in pace and intensity, roaring out as he felt the younger male bite down on his scruff and fill his needy pucker with ropes of thick semen. He grinned, clenching down on the cock, milking every drop from the younger male's throbbing member to make sure that his plan would work. Simba was going to be such a great breeder for him. Huffing he turned and nuzzled the lion. "Very good Simba, very good indeed. Care for a moments rest or are you ready for my turn?"

Simba rumbled, still on a pleasure high from such a good breeding session. He nuzzled and licked his uncle as he heard his words, drawing him back down to earth, blushing at the praise he received. "I....I'm ready uncle Scar." He said, a hint of nervousness marring his voice as he drew out of his uncle, another moan escaping the lion as his shaft was exposed to the open air. "Breed me like one of your lionesses." Simba told him, blushing heavily as he slowly knelt down besides his uncle, raising his ass up and shaking his tail from side to side, as though beckoning for the king of the pride lands to come breed his eager hole. It be easy to imagine the younger prince as an eager lioness. Without his mane, he'd have passed perfectly as one of Scar's females.

Scar smiled as he felt his nephew pull out of him, the moment of truth finally having arrived as he turns and nuzzles the young male. "Oh no Simba, you are the one breeding the lionesses. I'm only going to breed you and just this one time" he said before climbing up onto the youth's back, shuffling himself and aligning up with his nephew's tailhole. "You are going to be such a good breeder. I can tell. With how much you burst into my tail, I wouldn't have anyone else as the cock of the pride, serving the kingdom with his seed and service." With that he whispered something quietly to himself before thrusting into the virgin tail of his nephew, smiling as the heat surrounded his aching member, quickly speeding to a rapid tempo, his balls slapping against Simba's with each thrust before they begin to merge together.

Simba grinned at his uncle's praise. He did want to be a good breeder, it was his duty to serve the kingdom after all and make sure the pride lands, and the pride, stayed strong. "Thank you uncle." He told him eagerly, tilting his head as he heard Scar say something to himself, but that was quickly forgotten as he felt that spiny shaft make itself known within his tail hole. His body clamping down on the invading shaft as Simba began to pant softly, thrusting back into scar's thrusts, his eyes closed as he felt a rush of heat invade his ass, and just as suddenly as it came, it suddenly felt like Scar was no longer thrusting into him, the warmth invading his hole felt like Scar was thrusting......him? "Uncle Scar.....I feel weird." He panted out, slowly opening his eyes as he felt that heat start to flow through the rest of his body.

Scar moaned as he rubbing his paws along Simba's sides, making sure that the lion didn't get the opportunity to fight back, knowing he would have been overpowered even with the transformation having already begun. He made sure to pin his nephew's paws beneath his weight, stroking the sensitive sides to further Simba on to fulfill his duties as the pride's breeder. "Hush now Simba, you yourself admitted that this is your first time. Just relax and soon you will have your chance to help make the Pridelands great again." He licked and nuzzled his nephews neck, trying to comfort him as the young males legs and hind paws folded up and shifted into a heavy golden pair of cum producing balls, Scar smiling feeling the new weight of his groin as only he knew what was going on up to know, the transformation still hidden from Simba and the observing Pridelanders.

Simba began to relax as he heard his uncle's words. A deep rumbling purr escaping his muzzle as he gave a small nod. Uncle Scar was right, he was probably just worried was all, but what was he worried about, this felt amazing, the sheer heat and pleasure of having his uncle within him was spellbinding. He gave a soft grunt as his paws were pinned to the ground, but ignored it, figuring his uncle was just trying to get more comfortable on him. He didn't notice at all as his back legs and paws were drawn up off the ground, shifting slowly into a beautiful, heavy, golden sack filled to the brim with cum. All the lion felt was warmth and pleasure filling them, further drawing the lion into blissful ignorance. The young prince nuzzling into Scar's licks, perfectly calm and sedated as his uncle claimed him.

Scar smiled and continued to rumble into Simba's neck and mane. "You're going to work wonderfully in the pride my dear nephew, such a good cock to fill all your loyal lionesses. And so beautiful too. Passing on our family's incredible genes to all the future generations of the pride." Scar shifted his paws along his nephew's side again, releasing his pin as he began to rub away his nephew's pelt from his skin, laughing quietly as it became thick veiny cockflesh, his sheath getting bigger as it absorbed Simba's groin and ass, ready to house his nephew when not in action. He noted that Nala was climbing up the side of the rock to watch from her own perspective, hoping that she'd not notice anything for a few more minutes till it was truly too late to change Simba back.

Simba was in bliss, lost in hazy pleasure as he listened to his uncle's lovely words. He did want to be a good cock didn't him? To help pass on his gene's to his lionesses? To keep his pride strong, to keep his lioness's happy, that was his duty as the cock of the pride. A deep purr escaped from Scar's nephew as the older lion's paws began to stroke over his fur, a quiet gasp escaping the younger lion as his skin seemed to buzz with heat and electricity, every inch of him growing more and more sensitive as it shifted from a lion's skin and pelt, into eager, sensitive cock flesh. Simba's tail and ass vanished as they were absorbed by Scar's body and sheath, leaving two thirds of a lion, already though Simba was starting to look less like a lion and more like a shaft, his beautiful golden fur gone, leaving behind only golden veiny skin, the same shade as his former pelt.

"Simba!" Nala's voice called out in alarm as she spotted what was happening to her best friend. "Scar what are you doing to him, let him go" She growled, starting to dash towards them. Simba however didn't even seem to hear her, engulfed in the pleasure of the changes that were flowing through his body. Nala however wasn't able to make it even halfway before a group of hyenas leapt forward to pin her down, leaving her to watch her best friend being changed and reshaped.

Scar grinned over at the pinned lioness, winking at her to signify that she'd be the first he claimed once his new cock was finished forming. "There you go Simba, such proud and noble lion cock you will be for all to love and enjoy. Filling all your subjects with intense pleasure and your royal seed." He began to thrust his forming cock along the ground, moaning in pleasure as his nephew's mane began to fall from around his neck and back, his torso compressing into a thick, veiny shaft, coursing with intense pleasure. He leaned down and gave Simba's muzzle a big kiss, grinning wickedly as he began to taste his own pre forming from the youth. "Now and forevermore, you'll serve the pride as my royal scepter, whom all will quiver under as they feel you inside them. Such a good boy you are Simba, and such a good cock you'll be forever."

Simba hardly heard his uncle's words as his uncle began to thrust him along the ground, his mane falling away to leave his neck bare and empty, almost his whole body had been remade into simple cock flesh. Simba felt a heavy pressure along his chest and back as it began to become a cylindrical shape, over half of the lion had vanished, becoming part of Scar's form. The young lion almost gagged as a salty liquid began to leak from his lips, it tasted just like pre-seed, and it was coming from him? Before he could open his mouth to speak though, he was drawn into a deep kiss by his uncle, shattering any forming thoughts before they had a chance to coalesce. He.....he wasn't a real cock....was he? He was a boy....a prince.....he was a good lion......yet....being a cock....a nice beautiful piece of lion meat.....that did sound nice......Another blast of pre escaped his lips, Simba unable to stop himself as it flowed out of his muzzle and covering his face and muzzle as Scar continued to thrust him.

Scar growled as he saw more lionesses rushing up the side of Pride Rock, threatening to overtake him as they saw Nala in distress at the paws of the hyenas. He wanted to take in this historic and pleasurable moment but could make haste if he needed to. He broke his kiss with the Simba cock beneath him, wrapping his paws around his nephew's muzzle and thrusting into them, forcing the former lion's muzzle to press down into a thick cock head, his ears, eyes and neck becoming the flared tip of his large shaft, making sure that he would finish off Simba before any of the lionesses got to him, not that they could do anything to him without killing Simba as well at this point. The remaining parts of Simba's mane perked out into fresh barbs, sensitive to the touch. Scar smiled with pride as all that was left was Simba's muzzle and forming his foreskin, his heartbeat becoming that of Simba's so he could control the lion cock at any time, mostly just liking the feeling of his heavy member and balls being full of cum and erect as if ready to breed his subjects.

Simba was on cloud nine, feeling the pulses of pleasure through him, Scar's own pleasure building out of his own, it felt so good, how could he have ever wanted to be anything but a simple cock, to give up his worries, his fears, his guilt, and to just become a long, powerful staff of a king? The other hyenas were already keeping the lioness's back, letting Scar take his time with his new Simba shaft. The lion let out a low moan as he felt Scar's paws grip his head and muzzle, and a few thrusts were all it take to hide the former prince's features, his eyes, ears, and neck vanishing under a layer of cock flesh, his former mane bristling with spines, eager to feel the touch of a female's sensitive walls. Soon, all that was left of Simba was his muzzle, rapidly leaking pre from it that was rapidly soaking into his flesh, making it even more sensitive to them both. Simba could even feel his heartbeat stop, instead, everything he was, was now controlled by his uncle. But then, why would he want it any other way? Wasn't he just a cock, eager to breed and make little lions for the cat he was a part of?

Scar laughed maniacally as he felt Simba succumb to his new life, accepting his fate to be his uncle's cock for all time. He looked upon his new girth, impressed with the final measurements, a heavy pair of watermelon sized balls resting on the face of the rock while he stroked over his nearly two foot long shaft, barely able to wrap both paws around it's thick 6 inches of girth, guaranteed to pound any lioness challenging him into submission, and fill them with the worlds heaviest litters. Scar smiled as he noticed Simba's muzzle still intact, giving him one last opportunity to tease his former nephew, prodding quickly over towards Nala and the pinned lionesses, having the hyenas pin her down, raising her tail for him to mount, holding nothing back as he pressed the muzzled cock head inside her wet muff, Nala in heat for the first time in a while, burying Simba into his would be mate and claiming her as his own queen.

Simba could hardly think, hardly focus, almost his entire body was consumed with pleasure, with quivering eagerness to be used, to be put a lioness and breed her, to accomplish his purpose, and yet, despite that, his uncle could still feel some part of Simba resisting the feelings and emotions flowing through him, some small part trying to figure out a way to free himself from being his uncle's thick, powerful cock. At feeling the sudden heat that engulfed his head and muzzle though, the thoughts slipped away, Simba wanting more, to feel that wonderful heat surround him, his barbs flaring, eager to get as deep into the lioness as his owner could get him.

Nala let out a yowl, her body quivering as she felt that massive shaft, her former friend and mate being thrusted into her needy body. She couldn't help but arch up, giving Scar an easier time getting his new cock into her body. Her hot, needy walls clamping down on the king's new shaft, almost seeming to struggle with how large it was. And yet, despite that, it felt so good when Scar pounded her, it felt better than anything she'd ever felt in her whole life.

Scar was lost in the intense pleasure of finally getting to breed his lionesses that after a good minute of thrusting, he lost his control and leaned down to claim the lioness, biting her nape and spreading her passage wide open as he hilted inside of her, pressing Simba's muzzle into Nala's womb as he came hard, a half-gallon of cum shooting into the fresh womb, fertilizing the lioness beneath him to grow a healthy litter, making sure to keep her pinned to empty himself out into her, hoping she was going to be helping reign in the other pride members after being bred so well. As he let go of his bite, he didn't pull out but instead felt Simba's muzzle shift into a healthy cock slit, finishing the transformation before he announced to the pride, "Anyone who dares to challenge my authority shall meet a similar end to that of Simba. However, those who serve me willingly will experience the most wonderful pleasure of their entire life, just ask Nala." He motioned down at the panting lioness, lost in the incredible feeling from the intense breeding session. "That is all" he said as he pulled out unceremoniously from her muff, Simba dripping slightly as he was softening back into his sheath. Scar was King and nobody was going to question it.