Bigger. Better.

The sun slowly rose, bathing the Savannah in its bright yellow light. Its warmth spread across the land, soon reaching the lush green jungle on the outskirts of the Pridelands. When the sun's rays got to the oasis, it caused the young lion sleeping there to stir. Simba lifted his head and yawned, showing off his fangs and pink maw. He then smacked his lips together as he rose onto his feet. It looked as if he was the first one up.

The big cat stretched, working out the pleasant kinks that had developed in his lean body during his slumber. He dreamily padded over to the oasis before lowering his head. Simba started lapping at the clear, refreshing liquid, removing the morning dryness from his mouth.

With a sigh the lion then dunked his whole head into the water. It was cold thanks to the night time temperature. The sudden shock to the system woke the lion up fully. He pulled back with a loud "Burrrr" and shook off the glistening water droplets from his patchy, crimson mane. Simba had just recently reached the beginnings of adulthood and his mane was still only developing.

Now that he was fully woken up, the big cat surveyed the oasis for his adopted guardians. He quickly found them sleeping in the soft grass under the shade of some banana trees. Simba slowly sauntered over to them. He smiled at the sight. Pumbaa, the fat lovable warthog was lying on his back, snoring loudly with his tongue hanging out of his muzzle. Timon, the small, slightly self-centred meerkat, was curled up, snugly snoozing on Pumbaa's big belly.

Simba chuckled to himself as he sneaked up on the pair. He stalked them like any good lion and then when he was just inches away, he pounced! Pumbaa jolted awake and squealed after he felt two big paws bearing down on him. He jumped up, still half asleep, and sent Timon flying. The air streaming by the meerkat quickly roused him. He screamed before he landed in the oasis with a little splash. Simba fell onto his back, clutching his stomach while he rolled around in a fit of laughter.

Timon broke the surface of the water and spat out a torrent of the stuff. He looked like a little furry fountain. "I don't find that very funny, kid" he grumbled, swimming to the edge before pulling himself out of the oasis.

"Oh c'mon Timon," Pumbaa said, walking over to the drenched meerkat. "He was just having some fun." The warthog glanced over at Simba who was getting back onto his feet. They both shared a smile. "It was kind of … funny?"

Timon shot the larger, rounder male an angry look. He shook himself vigorously to dry his fur, sending water flying in all directions. "Well, let's see how funny he thinks it is when he's gotten go and find all our breakfasts by himself." Timon straightened himself up so he was standing upright on his two hindlegs as was his usual preference. He pointed out into the jungle. "Go on! Find us some grub! … I mean, grubs!"

Simba rolled his eyes and pouted. "Aw man …"

However, before the lion had a chance to leave, a whistling sound caught the three animals' attention. Their ears perked up. They listened intently to the unfamiliar noise. It sounded as if it was coming from the sky. And it was getting louder. The three of them craned their necks and looked around. At first there was nothing but then Simba noticed something grey in the distance. He squinted, trying to focus in. It was indeed getting closer.

Timon and Pumbaa's eyes widened as the grey thing approached them. It got bigger and bigger. Whatever it was, it was huge! The two of them started to run around in a panic, thinking that the sky was falling. Simba on the other paw watched in awe as the giant object sailed through the air overhead. It looked like a huge metal bird with flaming wings. Long black trails of smoke were left in the flying creature's wake. It passed them over with a deafening WHOOSH and then continued on further above the jungle.

It disappeared out of sight behind the treetops. There was a long and ominous silence. Simba held his breath while Pumbaa and Timon were hugging each other and quietly sobbing. All of a sudden there was a loud crash and then a terrifying bang. Simba felt the earth shake under his paws. Birds from all over the jungle took to the air in fright. After a few moments, the three animals glanced at one another in shock and confusion.

"By the Past Kings," Simba said softly, "What was that?"

Timon and Pumbaa looked at each other. Neither of them had any clue what it was but they weren't in any hurry to found out.

"Hey! Look there!" Simba pointed to a large plume of black smoke that was drifting up into the otherwise clear sky. "That must be where that flying machine crashed."

"T-That's probably a safe bet," Timon replied, his voice shaking. "Hey, what about those grubs?" He quickly scurried up Pumbaa's leg, his plump flank and then up over his flabby neck to the tuft of hair on the top on his head. "We'll even help you look … in the opposite direction. C'mon Pumbaa." The meerkat pulled on a few greasy strands of hair to get the warthog to turn. Although it wasn't as if Pumbaa needed much coaxing.

"What?" Simba exclaimed as he ran out and blocked the pair's path. "You're just going to ignore it?! Aren't you the least bit curious?"

"You forget, kid. 'Hakuna Matata'," Timon said, matter-of-factly. "It means no worries. And I definitely don't want any worries about whatever that big flying metal monster was!"

Simba scowled. "Fine! I'll just go and check it out by myself!" With that the young lion took off and ran into the jungle.

"Fine! Go!" Timon growled. "See if we care …"

Pumbaa took a few steps forward, biting his lower lip and shivering nervously. He soon stopped. The warthog sighed and then looked up at the meerkat. "Timon?"

The smaller male pursed his lips and crossed his arms.

"C'mon Timon."

The meerkat grunted, throwing his arms up into the air dramatically. "Alright! Fine! Let's go … But for the record, I want everyone to know that I think that this is a VERY bad idea."

"Noted," Pumbaa said before turning around. The rotund warthog dug his hooves into the ground before taking off at full speed, following Simba into the lush green overgrowth of the jungle.

After Timon and Pumbaa had caught up to Simba, the three then walked in silence toward the pillar of black smoke. It was obvious the lion was excited. He couldn't help it, after all he was a cat and they were naturally curious. His feeling of anticipation only grew the closer they got to their destination. Timon and Pumbaa, however, were the exact opposite. The two were wary of what they might find and the closer they got, the more their feelings of trepidation grew.

Simba's nostrils were soon twitching. He could smell burning. The lion bounded ahead and pushed through some large leaves. His eyes widened at the view they beheld. Simba stopped and stared. Timon and Pumbaa weren't far behind. When they caught up, they too stared in astonishment at the smouldering wreckage of the huge metal bird. It was a terrible sight.

The flying machine had torn a scar through the jungle. Its broken body had knocked down trees and ripped up the earth. Fires were still burning throughout, polluting the air with choking black smoke. Areas of the once green jungle had been charred to ashes. Large fragments of metal lay throughout the crash site, like tombstones standing in a cemetery.

The three animals stood there in silence, staring at the awful sight. Eventually Timon piped up. "Alright, you saw it. Big whoop," he said, tugging on Pumbaa's hair to try and get him to turn around. "Now let's go. We still need to find some breakfast. Right Pumbaa?"

"I could eat," the warthog replied.

"Well, maybe we could find something to eat down there," Simba said with a smirk.

Timon spun round with a look of disbelief on his face. "Are you serious? There wouldn't be anything down there in that wasteland!" But Simba was already sliding down the side of the gash in the earth the crashed metal bird had carved. When he reached the bottom, he looked back up with a cheeky smile.

"C'mon you two! Let's explore!"

Timon and Pumbaa watched incredulously as the young lion started to walk through the crash site. "Unbelievable!" the meerkat exclaimed. "Urgh, c'mon Pumbaa. Better keep an eye on the kid so he doesn't do anything even more stupid."

"Yes sir!" Pumbaa replied with a salute.

The warthog tried to be careful sliding down the side of the large trench, however, his hooves weren't as nimble as Simba's paws. Their descent quickly turned into a tumble as Pumbaa lost his footing and fell tusks over tail. He landed with a loud thump in a pile of dirt and burnt vegetation. Timon had managed to hold onto the warthog's hair for dear life but their ordeal had left them a little dazed. It was only the sound of Simba's voice calling them over that knocked them both back to their senses.

Pumbaa raised himself back onto his feet and shook off the lingering feeling of his daze. He then quickly trotted over to where Simba's voice was coming from. The lion was standing behind a large sheet of slightly melted metal. He was looking down at something. Pumbaa stood beside the big cat and he and Timon quickly saw what Simba was staring at.

"Breakfast is served," the lion said with a smug smirk.

There on the ground was a murky looking, shallow puddle. In it were a lot of grubs squirming all over each other and some very large beetles scuttling around. The creepy crawlies were oddly coloured. The grubs were big and fat, and a strange blue. It was such a potent hue, it almost looked like the little squirmers were glowing. The beetles had rich navy shells which were covered in small yellow dots. Neither Pumbaa nor Timon recognised any of them. Which was strange since they were both quite the connoisseurs when it came to grubs and beetles and other delicious little creeping critters.

Simba looked a little closer. There were shards of thick glass around the puddle, like something had broken open in the crash. Perhaps the liquid in the puddle was in some sort of container that had shattered and covered the grubs and beetles? Or maybe it was the odd looking creepy crawlies that had been contained? Simba wiggled his nose. Perhaps all three had been stuffed into one container? Very peculiar. Suddenly the lion's train of thought was interrupted by a loud rumble. He turned to Pumbaa who was blushing slightly.

"Sorry," the warthog chuckled.

"No need to be Pumbaa my dear man," Timon said as he climbed down off the other male. When his sizable feet hit the ground he then sauntered over to the puddle, rubbing his hands together. "It's a natural bodily function. We feel hungry, our body lets us know …" The meerkat quickly caught one of the beetles before it could scurry away. "… So we eat." With that Timon flicked the beetle into his mouth and with a loud 'crunch' he started to chew.

Pumbaa quickly followed the meerkat's example. He trotted up, lowered his head and caught one of the big, fat, juicy grubs between his lips. The warthog couldn't help but murr deeply as he slurped up the wriggling bug, shivering a bit as he felt it squirm all the way down to his stomach. "Slimy yet satisfying," Pumbaa said happily with a lick of his plump lips.

Simba had to look away. Even though he had grown up with Timon and Pumbaa and their eating habits, sometimes it still made his stomach turn. At that moment he didn't feel hungry anymore. However, after smacking his lips together, Simba found that he was quite thirsty. In spite of drinking from the oasis, it had been quite a trek to get there. The lion soon turned his attention to the puddle and its opaque contents. He lowered his head and sniffed at it. There was no real aroma and nothing to indicate danger. So Simba stuck his tongue in and lapped up some of the stuff. On the third mouthful the taste hit him and he recoiled. He coughed and spluttered. Kings Above! It was disgusting.

Meanwhile Timon had just finished chewing his beetle into a gooey pulp. He swallowed and then furrowed his brow. His face quickly tightened into a grimace. It didn't taste right. Pumbaa soon reached the same conclusion. His stomach groaned in disgust at what had been put into it. Which was a first for the warthog. Pumbaa huffed, his snout trembling. "Hey, Timon?" he said in a half whine.

"Yeah, Pumbaa."

"This grub tastes kinda funny," the warthog replied. "And not in the haha kind of way."

Timon ran his tongue over his teeth. "Yeah. I know what you mean. This beetle doesn't taste none too fresh either."

"You two should try this water if you wanna taste something really disgusting," Simba said in between trying to spit out the rancid flavour.

"I knew coming down here was a bad idea," Timon said, dusting off his hands. The meerkat was soon walking back toward the edge of the crash site. "C'mon boys, let's head back. Wash the taste out of our mouths with some of our usual bugs and sweet oasis water."

"That sounds like a good idea," Simba admitted, following Timon's lead. Pumbaa did the same and the three of them climbed out of the furrow and then walked back into the jungle. However, it wasn't very long until the world started to spin around them. Simba's head felt hazy. Timon couldn't keep his eyes open. And Pumbaa felt like he was going to retch. The three of them soon collapsed onto the soft earth and passed out completely.

Timon groaned as he opened his eyes some time later. "W-Wha … hap-pened …?" he croaked, his voice raspy. Sunlight was streaming down through the jungle canopy, blinding him. He raised his hand to shield his face. Something immediately felt … off. The meerkat's arm felt … heavier than usual. Timon looked over it and then over the rest of his body. His eyes widened and up jumped onto his feet with a surprised yelp.

Timon was standing taller than ever before. He was now twice his original height at 3foot and 6inches. Not only that, the meerkat had gained some serious extra muscle mass. His legs and arms were thicker, his pecs were big and bulging and he was sporting a wicked six pack. Timon couldn't hold back a smug smile as he surveyed his well sculpted physique. He flexed his arms, making thick veins pop up over the heavily muscled appendages. No longer was he a scrawny little meerkat, Timon was a musclebound hunk.

Soon afterwards, Simba started to stir. He huffed and yawned as he opened his eyes. The first change the lion noticed was his mane. His patchy adolescent one had been replaced by a full bodied, silky adult one. Speaking of adult, Simba seemed bigger, older. During his sleep he had actually developed into a fully mature lion. However, that wasn't the most shocking change to the big cat's anatomy.

When Simba raised himself, his eyes almost popped right out of their sockets at the sight of what was hanging under him. His balls were huge! Each one was now as big as the lion's head. They were so big and heavy. So bloated with his seed. It looked as if he'd have to drag them around with him from now on. The pressure in the two large, fuzzy orbs was intense. It made Simba groan. He felt so pent up all of a sudden. In desperate need of release …

Pumbaa was the last one to wake up, as usual. When he was fully roused, the warthog quickly realised that he had a problem. A problem he hadn't needed to deal with since he was younger. He had a case of morning wood. Immediately Pumbaa began to blush beneath his fur but when he looked underneath himself, he went bright red all over. His mouth dropped open in shock. His stubby pig cock was gone and in its place was a big, thick slab of throbbing meat that would rival anything a zebra would be packing.

In a mixture of embarrassment, confusion, surprise and even arousal, the three animals looked at each other's new features as well as their own. It was a surreal sight. Timon, much bigger than any meerkat should be and built like a stone boulder. Simba, carrying a set of comically sized balls and struggling with the load they held. And Pumbaa, sporting a precum leaking erection that was almost as long as his body. It was obvious that what they had ingested had seriously altered their bodies.

Despite how strange the situation was, each male couldn't help but begin to admire one another's new additions. Simba drank in the sight of Timon's bigger, buffer body. "Looking good there Timon," the lion suddenly said without thinking. "Really good! So hunky and hot!" He couldn't stop himself. The meerkat looked at him in surprise but then smirked smugly. He flexed his arms and legs and threw a few poses. Timon liked the way Simba was looking at him. It made him feel quite hot under his fur.

"You've got something to be proud of there too, kid," Timon replied. "I mean, just look at those things! Like two big juicy ripe melons." The meerkat licked his lips while he unashamedly stared at the lion's set of bloated balls. "Bet they're just stuffed with a big creamy, virile lion load. Mmmm-mmh!" Simba blushed at the attention. He had never heard Timon speak in such a manner. But the lion also smirked. Suddenly, having nuts the size of beach balls didn't seem so bad. Although the pressure inside them was still a bit much and it was still climbing.

"And how can we forget Pumbaa," Simba said with a dirty grin. "Would you just look at what he's packing?! I'm starting to feel a little jealous of you Pumbaa."

"Oh, Simba. That's so naughty!" The warthog immediately shied away, waving the big cat's words off. But his massive member throbbed at the attention it was getting. Both Simba and Timon were practically salivating at the sight of Pumbaa's big fat hunk of pig meat.

Meanwhile, Pumbaa felt his plump body surge with heat while he secretly took in the sight of Simba's balls. He licked his thick lips. "T-Timon's right," Pumbaa eventually said, his voice heavier than usual. "Those pups you've got are certainly something to be admired, Simba." He rumbled and watched in delight as lion's fur bristled.

"And you said I was the one being naughty, you sexy hog," Simba replied.

None of them knew what was coming over them. This wasn't like them and yet they couldn't stop. They didn't want to stop. They were so turned on by each other. And his arousal didn't help the pressure in Simba's balls. "Kings Above!" he suddenly exclaimed. His heavily inflated sac shuddered, churning noisily with the massive amount of cum within them. The pressure was getting way too much for the lion to bear. "Sorry guys, I can't take it anymore! I really need to blow a load right NOW!"

Simba sat back on his haunches, his heavyset balls between his spread hindlegs. Right there, in front of Timon and Pumbaa's wide eyes, the big cat leaned forward, bending his body until his muzzle reached his hefty sheath. A little trick Simba taught himself during his private time when his adopted guardians were asleep. He would sneak into a secluded part of the jungle and sucked himself off. Simba was pretty well-endowed so it was quite an easy feat to accomplish.

Driven by the intense pressure in his balls, the lion tongued and licked at his musky sheath, coaxing out his cock. It quickly swelled up to its full size. A thick, sizable piece of pink leonine meat. Simba soon took his length eagerly in his mouth. He rocked his doubled over body as he sucked himself off. Slurping and licking, gagging and moaning. His balls needed desperately relief. The big cat worked furiously, pleasuring himself. It wasn't long before his efforts paid off. His big bloated balls shuddered and then tightened.

Simba deepthroated his pulsing member, taking himself right down to the root. He came instantly. Simba held himself there. His balls bounced heavily as the flow began. His cock spasmed, barbs bristling out, scraping the inside of his maw. The sizable shaft was lodged down the lion's throat while it erupted. It pumped a strong torrent of thick, salty cum down Simba's gullet. There was so much! His toes curled, eyes rolled into the back of his head. The greedy lion couldn't stop himself. He hungrily swallowed as much of his load as he could.

Simba's throat pulsed. His Adam's apple looked like a little bungee jumper as it went up and down with every gulp. The lion soon felt like he was drowning in his own cum. His cock kept erupting, filling him with the massive load his huge set of balls held. Simba felt his stomach beginning to stretch outwards from the sheer amount of seed he had swallowed. In no time there was a steep curve to his belly. It pushed up against Simba's erupting cock. He murred and whimpered around his member. What with his belly expanding, he couldn't keep the position he was in for much longer.

Soon Simba's stomach had swelled up so much that it pushed his cock from his mouth. The lion almost looked pregnant from how much his stomach had ballooned up. He gasped, taking in a deep breath. His member flopped free, still shooting off as it did so. Thick ropes of cum were sent flying everywhere as the shaft bounced about. It coated Simba's big bloated gut, sprayed the ground, dripped onto his balls and even hit him square in the nose and splattered into his mane.

When his climax finally came to an end and his mighty stream dwindled into nothingness, Simba laid back onto the soft earth. He ran a tongue around his muzzle licking up the warm globs of cum that had landed on his snout from his overzealous release. It had undoubtedly been the biggest orgasm of the lion's life. Simba sighed in relief.

However, the feeling was short lived. Despite just blowing a massive load, his balls started to ache again. The unbearable pressure quickly returned. Simba groaned. He needed to cum again. He needed it bad. It wasn't long before the lion was bending forward, eager to have another session of auto-fellatio. Except, he quickly found that his cum bloated belly was in the way.

"By the Past Kings! I c-can't do it! I can't r-reach anymore!" Simba grunted, rocking back and forth. "Almighty Ancestors Above! I need to … t-to cum again! I need it SO bad! The p-pressure! But I … c-can't reach! Ahhhhrrrggghhh!" He tried again and again but no matter what he did, his gravid midsection blocked every single one of his attempts. The frustrated big cat lay back down, whimpering and writhing in defeat.

"H-Hey, kid? Need some help there?"

Simba turned his head towards Timon, surprised at his sudden offer. The meerkat was a bit surprised himself. He wasn't sure what had come over him. But watching Simba suck himself off had really gotten his motor revving. Perhaps it was the increased amount of testosterone surging throughout his system or their words from before. Whatever the reason was, Timon's cock had emerged from his sheath and was rock hard. The muscular meerkat was horny and in the mood to suck on some lion cock.

Once Simba had nodded and agreed to Timon's offer, he hastily padded over to the big bellied feline. He took up a position between his spread hindlegs, standing in front of the big cat's bigger balls. With a lick of his lips, Timon reached up and grasped Simba's length. He needed to use both hands to pump the shaft. It quickly stiffened and when it started to dribble pre, Timon leaned in and took the barbed tip into his mouth. He hadn't really done this before so he took it slow at first. Simba moaned at the feeling, pleasure coursing through him. The meerkat huffed. It was big. Simba's cock tip was really giving his lips a good stretching.

Meanwhile Pumbaa was watching the whole heated scene unfold before him. Timon, his best friend sucking off Simba, their young ward. It made his massive cock throb in such pleasure. His cockhead gushed heavily with precum. He had never felt this way before but he loved it! The warthog licked his lips lustfully, his glazed eyes fixed on Timon and Simba.

"That's right Timon," Pumbaa rumbled, bucking his hips so his massive meat slapped against his underbelly. "Suck that lion off like a good lil' dirty muscle stud …"

Timon did his best, taking as much as he could but the other male was too thick. Pulling back a little, the meerkat focussed on his tip instead, tonguing and teasing his pre spewing piss slit. He soon got into it and found his rhythm. Timon worked diligently, pleasing his ward with his mouth and tongue, while he pumped his throbbing shaft with both his hands. Simba could feel his balls churning. The pressure in them was soon fit to burst. He roared, back arching off the ground as he came a second time.

Timon wasn't expecting it. The sudden strong surge of creamy warmth. It filled his mouth up to capacity and then some. At first he tried to pull away but Simba quickly reached out and caught the back of his head with his paw. Barbs bristled, scraping the inside of Timon's mouth. Simba bucked his hips, riding out the orgasmic high. Lost in the throes of pleasure, the lion held the meerkat there, making his swallow every bit of his mighty load.

Timon struggled but to no avail. The lion's hold was too strong. His cheeks bulged heavily, stretched out so much. He gurgled and groaned, gulping down the hot load. Simba's big balls continued to pump out his seed and Timon just kept on swallowing. He had no other choice. His throat was soon aching, his stomach swollen with the lion's thick, warm seed. The chiselled six pack he had developed was soon gone. In no time Timon looked like he was carrying a litter of his own. And his bloated belly kept growing until he could take no more.

Timon started to whine. Simba's mind was clearer now so he quickly released the hold he had on the meerkat's head. With a wet gasp, Timon instantly pulled off Simba's erupting cock. Drool and cum hung heavily from his well-used lips. The lion's cock fell from the smaller male's grip, still spurting a powerful stream. It spasmed, coating Timon's muscular body in Simba's hot creamy seed. The white goo dribbled down his face, his arms, his pecs, gushing over the steep curve of his swollen tummy. By the time Simba had finished shooting, the meerkat looked like a ghost he was covered in so much cum.

Simba couldn't help but laugh at the sight. It was just like this morning. Once again Timon was soaked. The meerkat grumbled and then shook himself vigorously, getting rid of most of the lion seed. Suddenly a bolt of heat ran down Timon's spine. His matted fur bristled and a moan fell from his lips. Simba's load bloating his belly had begun to gurgle and bubble. An intense heat rapidly started to build between his legs. Timon closed his eyes and rode out wave after delicious wave of warmth that spread out from his crotch.

Simba and Pumbaa watched in amazement as the meerkat's tiny set of balls grew right before their eyes. "Wow!" Pumbaa grunted, eyes wide. He liked what he was seeing. His cock spurted pre excitedly in response. "Timon! Those pups suit you so well. Murr! So hot!"

"Yeah, Timon," Simba chimed in. "Looks like I'm not the only one who's been blessed with a plump set of aching low hangers."

Timon's ball continued to inflate, ballooning up until they were about the size of Pumbaa's hefty pig balls. It was a rush. When the change was finally complete, Timon opened his eyes and examined his brand new pair of big, virile, cum stuffed balls.

"Would you look at that," he said with a smirk, weighing his new set in the palm of his hand.

Simba pointed at his own massive balls. "When you took in my seed," he started, moving his paw so he was now pointing at Timon. "Yours grew just like mine did." The lion pondered for a moment. "Do you think that, we can…?"

"Only one way to find out," Timon said excitedly, eyes suddenly fixing themselves on Pumbaa's large cock. "I've always wondered what it would be like to be better hung." The meerkat grinned and then called the warthog over. "Hey Pumbaa old pal. That big rager of yours looks like it could use some relief. You wanna come over here and let me take care of that for you like I did for Simba?"

The warthog's large erection throbbed in approval at the meerkat's suggestion. "Oh yeah," he said, his voice heavy with arousal. "I'd really like that." With that Pumbaa trotted over, his big, thick cock slapping noisily against his underbelly with every step. When he was close enough, Timon reached out, grasped his shaft with both hands and then brought it up to his lips. Pumbaa squealed in pleasure while his best friend swallowed the wide tip of his impressive cock.

Just like with Simba's, Timon could barely get passed the tip. His cheeks bulged heavily as he suckled on the fat cockhead. He worked the shaft over, jerking it off with his hands while he licked and slurped and swallowed the heady spurts of cum the warthog fed him. Pumbaa snorted, pleasure erupting throughout his plump body. His hooves tore as the soil under him. He shivered. He started to buck when he felt his balls tightening. Timon gagged and gurgled while Pumbaa shallowly face fucked him.

"T-Timon!" Pumbaa grunted. "I'm g-gunna … CUM!"

The meerkat was more prepared this time when the larger male started to shoot. His cheeks swelled with Pumbaa's load but it wasn't anywhere near as big as Simba's. Timon sucked and swallowed dutifully. He quickly drained his best friend's balls dry. Pumbaa murred contently as he let the last of his orgasmic high wash over him. When the warthog's cum stream had finished and Timon's bloated belly had been pumped full with all his hefty pig balls had to offer, he pulled away. His cockhead popped free of the muscular meerkat's lips, followed by some ropes of saliva and cum. Pumbaa was still rock hard though.

Timon held his distended tummy. He rubbed at the rounded flesh as it started to feel quite warm. It ached and gurgled loudly. A moan suddenly erupted from Timon's lips. He felt so hot all over. Surges of heat rushed through his musclebound frame but then became more concentrated, focussing between his legs. Timon instinctively started to buck his hips, causing his hefty, baseball sized balls to sway. His diminutive cock slapped against the overhang of his cum inflated gut.

Then, right before everyone's eyes, the meerkat's member began to grow longer and thicker. And as it did, his bloated belly started to shrink. The more his meat grew, the more his gut deflated. Soon it had returned to the chiselled six pack Timon had developed back when this had all begun. And his cock reached a length of a little over a foot long. It made him beam in sheer delight.

"Well, I'd say that's conclusive, scientific proof," Timon said gruffly, thick ropes of pig and lion cum hanging from his swollen lips.

"We can pass on our changes through our seed!" Simba exclaimed. The big balled and bellied lion rocked himself over onto his side so he could lift himself onto his feet. It was a bit of a struggle with all the added weight but managed it in the end. Simba huffed. "Y'know, I could really use some extra muscle to help me lug all this around." He grinned mischievously over at Timon. "Bet you wanna try that new tool of yours out, eh Timon?"

"Oh yeah. You know I do," the meerkat rumbled, pumping his big, fat cock. "What about you Pumbaa? What's on your wishlist?"

The warthog's eyes immediately darted to Simba's hefty set of massive balls. "Wouldn't mind trying on a pair of those bad boys …" He smirked, eyes glimmering in arousal.

"Mmmm, big pig wants some big pig balls." Simba licked his lips, feasting his eyes on Pumbaa's plump rear end. "I think that could be easily arranged."

Their desires announced and decided upon, the three animals quickly got into position. Simba huffed and panted as he carried himself over to Pumbaa. The warthog rumbled when he felt the lion's weight bearing down on him. Simba mounted him and started to thrust, the tip of his cock soon finding the plump, puckered entrance of Pumbaa's tailhole. It took great restraint on Simba's part to hold himself there, his barbed head just grazing the welcoming heat. His big bulging balls shuddered. He wanted to fuck his guardian and blow his massive load into him so badly! But he needed to wait for Timon.

The muscular meerkat swaggered up behind Simba. Given his new frame, he was now at the perfect height to fuck his ward. (Granted, he had to stand up on his toes a little.) Timon grasped one of the lion's lean flanks with one hand while he guided his big, fat cock in with the other. His eyelids flickered shut when he pressed into Simba's taut pink ring. It was a filthy rush which made the meerkat's sizable balls shiver in anticipation.

"D-Damn, kid!" Timon huffed. "One fine ass you've got yourself here …"

Simba groaned out, his ass stretching so wide around Timon's new sizable cock. He bit his lower lip, stifling the moans quickly building up inside of him. His aged up body quaked. Pleasure pluming deep within him. It felt so good having a big fat cock inside of him. Such an exquisite rush. He could see himself getting used to it. Timon kept up his advance, filling him, loosening up his passageway. Simba's bloated balls shuddered and his own length pulsed in response. It fired off a warm load of precum into Pumbaa.

By the time Timon had bottomed out inside the big cat, Simba had started to feed his cock into the warthog's tailhole. It was true that Pumbaa was a greedy pig but his ass was on a whole other level. It just could not wait to be filled. The throbbing flesh tunnel immediately began to pull Simba in. Pumbaa moaned wantonly, pressing back as he sucked the lion's cock into his plump pork rump. Simba was buried to the hilt in no time, his meaty member engulfed by Pumbaa's red hot, throbbing innards. The lion couldn't hold himself back. His hips twitched and then he started to buck, his big balls swinging heavily.

"Kings Above, Pumbaa! S-So good!"

Simba began to thrust into Pumbaa just as Timon did the same to him. The muscular meerkat held onto the horned up feline's hips and then started his pound his perfect pink pucker. He fucked Simba hard, using his newly grown cock in all its glory. And with every one of Timon's thrusts that hit home, it spurred the lion on. His forelegs gripping Pumbaa tightly, Simba pummelled his tailhole into submission. The warthog was soon squealing in pleasure, his massive cock slapping noisily against his underbelly each time Simba delivered a deep and powerful plunge.

Very soon the jungle echoed loudly with the ecstatic sounds of the three animals. Timon grunted and groaned over his feverish thrusting. Simba moaned so loudly as he fucked and was fucked in return. His body surging, hips moving a mile a minute. Pumbaa squealed and panted. His hole hugged onto the big cat's pistoning cock, really working it over just as much as it worked him over. It wasn't long before Simba and Timon's augmented balls tightened. They both delivered one final thrust, Timon burying himself in Simba while he buried himself in Pumbaa and then blew their loads.

Simba came first. His big bloated balls clenched hard, his barbs spread out and soon after his cock erupted within his porcine fucktoy. Pumbaa's eyes were blown wide when he felt the huge load the lion was flooding his insides with. He felt full in no time and being fat greedy pig he was, he never felt full before. It was such a strange sensation. And yet Simba kept shooting. He grunted and snarled, humping his prey, making sure he pumped in every last drop his hefty balls had.

"Y-Yeah! Take it, Pumbaa! T-Take my royal load!"

Pumbaa felt his stomach starting to bulge. It swelled out, inflating with the lost prince's seed. There was so much of the hot, thick stuff inside him and Simba just kept on cumming. The warthog's midsection grew and grew until it touched off the jungle floor. Pumbaa whimpered. He shivered violently. The pressure was intense. His belly ballooned with such a huge volume of cum it began to push off the ground. There was so much. Soon Pumbaa was being held up by his seed stuffed belly alone. His legs could barely touch the ground. But just as he felt like he was going to burst, Simba's orgasm finally came to an end.

It was just in time for Timon's to begin. The meerkat panted hard, bellowing brokenly as he started to shoot. Simba felt his thick, creamy cum flood his insides. It was quickly added to his own load already churning around in his big belly. The lion whined while he felt his stomach swelling out that bit more. It made him lick his lips in pleasure. Timon's orgasm wasn't as long as Simba's though but it was no less satisfying. The meerkat dumped his load into his toy kitty and then pulled free of his puffy, cum drooling hole. He was still hard as he walked away from Simba.

"Wooo-wee! Kid, that was once great mating session," Timon groaned. He could've gone for a nice big fat grub right about now.

It wasn't long until Simba pulled out of Pumbaa's ravaged ring. Once his cock slipped free of the rubbery insides, the warthog tightened, keeping the lion's massive load within him. His heavily inflated belly gurgled and groaned. It started to feel so hot. So damn hot! Pumbaa's scrunched up his face and cried out. The stretched out flesh of his bloated belly began to quiver. Something was happening. Pumbaa groaned.

Simba and Timon watched in wonder from the sidelines as the warthog's stomach started to deflate. It shrank and shrank and while it did, Pumbaa's balls were ballooning up. Like they were both hooked up to a pump, the warthog's nuts swelled to the size of basketballs. By the time that had happened, Pumbaa's belly had returned to normal. He was back to being a normal warthog except now he was sporting one seriously hyper set of cock and balls.

Suddenly Simba began to feel a heat building up in his cum inflated tummy too. It pulsed and radiated outwards, filling the rest of his body. The lion murred at the sensation. His whole frame seemed to ripple in tune with these warm waves. His stomach shuddered, shrinking in size just a little bit.

It wasn't long after that that Simba's entire body started to bulge out. He grew larger, about twice the size of a normal lion. Quite an intimidating specimen. The much bigger big cat also became more muscular, gaining some extra mass all over. His legs and flanks were now very stocky and broad and he had one major barrel chest on him. Everything was swollen with defined muscle, thick veins popping up everywhere. Although he still had his cum bloated belly. Simba huffed, looking over his new, larger, stronger form. However, when he glanced underneath himself, he raised an eyebrow. In his previous body he might have been considered well-endowed with what he was sporting but not anymore.

Simba grunted. If he was going to be big then he might as well be big ALL over. The huge brawny lion's eyes soon fell on Pumbaa and his massive piece of pork sausage. Simba grinned to himself. "Hey Pumbaa," he called over, his voice deeper than before. When the warthog looked at him, Simba turned, lowered himself until his chest was pressed against the ground, swollen belly squished down. It was quite the pleasurable experience. He then raised his tail and flashed his pink, puckered hole. It was still glistening from being fucked by Timon. The lion looked back over his shoulder and winked at the fatter male. "You wanna breed my lil' kitty hole, you naughty pig?"

Pumbaa snorted, eyes going wide in arousal. Beneath him his big fat cock throbbed, quickly aching to be buried in Simba's willing heat. "Nothing lil' about you now," the warthog murred as he trotted over to the presenting lion. It took a little trial and error to manoeuvre himself with the added weight of his newly developed genitals but Pumbaa managed it in the end. He mounted the lying down Simba and quickly pressed the wide tip of his impressive length into the feline's nice, warm ring. Simba moaned out gruffly, his toes curling as Pumbaa sank into him. His cock was so big! It forced the air from the big cat's lungs while it was pushed deeper and deeper inside of him. Simba panted and huffed as his hole was stretched wider than ever before.

However, the muscular lion never once faltered. He took Pumbaa's massive meat like a trooper. It turned out that his new bigger, buffer body was very accommodating. His ass swallowed up the pig's thick length hungrily. Pumbaa was quite surprised that the lion managed to take his whole cock, right down to the root. The warthog smirked, grinding himself against Simba, reaming his hot, throbbing passageway and coaxing out moan after heated moan. It made his newly developed balls shudder in desire. They wanted to pump a big creamy load deep into the horny feline. However, just before Pumbaa started to thrust, he felt something prod at his own back door.

The warthog looked back over his shoulder. He found Timon standing behind him, rubbing the head of his big cock against his plump pig hole. The meerkat was grinning from ear to ear. "Hope you don't mind, Pumbaa old pal," Timon said as he dipped his precum leaking cockhead into the warthog's hole a few times, letting the puckered ring stretch around its girth. "Thought I'd get in on the action."

Pumbaa chuckled. He slowly pulled back. His cock slid free from Simba's well loosened tailhole. But in doing so he also pushed himself back on Timon's member. The warthog rubbed his swollen flesh donut on the muscular meerkat's need and rumbled lustfully.

"Go on ahead, buddy," Pumbaa said with a wink. "Give my ass a good ol' pounding."

Timon didn't need to be told twice. Truthfully he had secretly wanted to fuck Pumbaa's fat rump for years. He let loose and started fucking the warthog like a man possessed. The sharp thuds of fur on fur resounded throughout the jungle. Over these sounds were the feverish moans and grunts of Timon. He held on tight while his hips worked overtime.

Pumbaa's plump, piggie passageway was better than he had ever dreamed. It hugged his pistoning cock so perfectly. So warm and tight. Timon couldn't hold back for very long. His baseball sized balls quickly tightened and he slammed hard into the warthog's welcoming rump. "Oh yes! O-Oh YES! I'm c-cumming! I'm CUMMING!" Timon cried out, practically sobbing as pleasure overtook him. He pumped a hot thick load deep into his oldest and best friend. Shortly after that, Pumbaa could feel a strange heat ripple throughout him. It was pleasing. He closed his eyes and enjoyed the experience.

All traces of fat rapidly melted away from Pumbaa's body and were instantly replaced with strong and beefy muscles. Like Timon and Simba before him, he had become very muscular. But not only that, Pumbaa quickly grew to the size of a fully grown lion. Rumbling deeply, he opened his eyes and took in the sight of his new form. He was now bigger and broader. Pumbaa was no longer a fat, greedy pig. Now he was a big imposing muscle hog with a huge, thick cock that reached nearly to his forelegs and a pair of basketball sized balls. "Mmmmm, feels so good!" Pumbaa grunted to himself. It was such a turn on.

Once Timon had pulled free of him, the now big and brawny Pumbaa started to pound away at Simba's tailhole hard. He grunted and snorted wildly as he did so. The warthog was merciless. He put the full weight of his new musclebound body behind each and every thrust. Reaching so deep inside the other male and stretching him SO wide. Simba cried out as Pumbaa ravaged his ass. But they were not cries of pain. The lion threw his head back and roared in absolute pleasure. His large, muscular body surged with every plunge. Every time Pumbaa thrusted in, his whole frame shuddered in sheer ecstasy. It was such a rush! Pumbaa's hefty set of balls slapped hard into Simba. The load inside them gurgled and churned, desperately wanting release.

"T-Take it!" Pumbaa snorted over the almost deafening sounds of his thrusting.

With one more unforgiving plunge, the warthog buried himself fully inside the moaning lion. Simba trembled, eyes rolling up into the back of his skull. His stretched out passage clenched down around the other male's big thick meat. He gasped and grunted, mind overwhelmed with lust. Pumbaa was much the same. The feverous warthog ground himself into the big cat, humping his asshole raw. His hefty set of big bloated balls swung against Simba, reminding him of their weight. They twitched and then inevitably tightened.

Pumbaa pressed himself in deep and squealed. His buried cock blew and flooded Simba's insides. The flow of pig seed was extreme. It coated his innards white before causing his already swollen belly to balloon out more and more. Simba's flesh stretched and grew taut around his inflating belly. It gurgled and groaned, pumped full to bursting with Pumbaa's copious volume of cum. Being a pig, his orgasm lasted longer than most. The lion's stomach had so much seed crammed inside of it. Stretching it so much. The pressure. The heat! Simba was stuffed so full of cum he could practically taste it in the back of his throat.

Eventually, however, Pumbaa's climax subsided. Panting and wheezing, the heavily muscular hog pulled his large cock free of Simba's abused asshole. It was followed by a thick gush of pig cum but the lion kept the majority of it inside him. His distended belly shuddered and the hot cock batter within it churned noisily. Simba gasped when he suddenly felt a rush of heat tear through his burly form. His neglected, diminutive cock throbbed beneath him, trapped under the steep overhang of his cum bloated gut. But soon, his belly began to shrink.

Simba rumbled at the feeling. His once largely swollen stomach deflated, slowly becoming a heavily muscular midsection. And as it lost mass, another part of him quickly gained it. The lion's cock began to grow. It became longer and thicker. Soon the impressive member would've put any zebra to shame. Simba murred deeply at the pleasurable feeling. His cock growing so big and fat. It throbbed and his beach ball sized balls pulsed. His muscles undulated beneath his thick and plush fur. Everything about him was so big and Simba fucking loved it. By the time his cock had finished growing, the broad head of it was peeking out from between the big cat's forelegs.

Simba, Timon and Pumbaa finally took a breather from their raunchy exploits. While they rested and collected themselves, the three animals looked over their new and impressive forms. They admired them and why not? They demanded admiration. The three were true studs now. Big and bulging in all the right places. A trio of powerful alpha males.

"What do we do now?" Pumbaa said gruffly.

Simba and Timon glanced at one another and then smirked dirtily. "You thinking, what I'm thinking, Simba?" the meerkat said as he was idly jerking himself off.

"Oh yeah. The Pridelands are a big place," Simba rumbled deeply, licking his lips, "I'm sure we can find something else to sink our cocks into and to make bigger and better too."

Simba, Timon and Pumbaa all grinned. They started to chuckle to themselves as they set off together through the jungle, big, bulging and ready to fuck whoever came their way.