WARNING: This chapter contains foul language and explicit sex scenes. Reader discretion is advised.

Without warning, Fuli pushed Kion with a significant amount of force, causing him to skid backwards and topple over. He landed fairly hard on his back, but used his powerful forelegs to break the brunt of the fall.

"What'd you do that for?" Kion complained.

Fuli didn't answer, but instead gave a low purr as she slowly moved toward her friend, standing directly over him. Kion gulped and looked up at her, helplessly. He had a feeling he knew what was coming. In a way, he figured he had brought it upon himself. He'd had feelings for her for a while now. Very strong feelings, much more than just friendship, but he'd always refused to acknowledge those feelings. Now it seemed Fuli had figured things out before he had, and this was happening whether he was ready or not.

"So Kion…" Fuli said, smirking. She placed her paw on Kion's chest and began twirling it around in circles, ruffling his soft fur. "I noticed you've been paying a lot of attention to my body".

Kion gulped once more. He couldn't deny it, and tonight wasn't the first time he'd done this. He had caught himself admiring Fuli's beautiful figure on multiple occasions. He hated to admit it, but sometimes, he even found himself getting distracted while on duty with The Guard.

"I'm so sorry, Fuli" Kion said looking embarrassed. "I just can't help it".

Fuli kept her eyes fixed on Kion's chest while she continued seductively twirling her paw around on it.

"Don't be sorry" she said, giving a mischievous giggle "After all, I can't blame you. I am VERY attractive, aren't I, Kion?"

Kion gave a slow nod. He looked down at Fuli's paw, which was still slowly stroking his chest. He shuddered a bit from the feeling.

"Ooh" Fuli said teasingly. "Someone's enjoying himself".

"Y-Yeah" Kion replied, blushing.

Fuli leaned in closer to him.

"Let's see how you like this". She said smirking.

Fuli moved her free paw to the back of Kion's head. Gently placing her muzzle on his, she began to kiss him, passionately. She could feel Kion's entire body tense up as she did this, but after a brief moment of shock, he relaxed and began to kiss her back. As the pair continued their unplanned makeout session Kion's paws began to wander, slowly caressing down Fuli's sides. He moaned softly as he felt her, and Fuli knew she was really starting to turn him on. Reluctantly, she pulled away from the kiss.

"Kion". She said looking down at her male friend. "I-I love you"

Kion's eyes widened upon hearing this.

"I love you too, Fuli". He replied in a low voice. "I tried to ignore how I felt about you for so long, but I can't anymore. I want you, I need you".

Fuli's entire heart warmed. Kion loved her, the lion she had known and admired for so long actually loved her. And while she hated to cut the emotional moment short, she was starting to feel a bit uncomfortable with this prolonged vulnerability. Plus, she had a unique opportunity to tease her friend, and she planned to drive him crazy.

"You…. NEED me?" She said with a smirk. "Do you really need me?"

"I-I really do" said Kion. She heard his voice beginning to lose its usual confidence.

Fuli took the weight off of her hind legs and laid herself down on top of Kion, pinning him down.

"How much do you need me?" Fuli asked seductively.

"Very much…" He said through heavy breaths. "Very, very much".

Fuli gave Kion an affectionate lick on his cheek, causing him to moan quietly.

"Poor Kion" she said teasingly "So helpless…"

Fuli felt the powerful lion beneath her tremble, weakly.

"I- umm" He tried to speak, but no words came out.

"What's the matter, Kion?" Fuli said, purring "Cat got your tongue?"

Kion felt very, very relaxed. More relaxed than he had ever felt before. Though he was a natural leader, and generally took the initiative in things. He couldn't help but enjoy this feeling of helplessness. Fuli had complete control over him, and he couldn't do anything about it. His mind was still racing, however. He wondered if he and Fuli would ever be able to be 'Just friends' again. Would this ruin their friendship? Or would someone find out? How far did she plan to take things?

All concerns and worries instantly vanished from Kion's mind when he felt Fuli begin to slowly grind her body on top of his. Waves of pleasure flooded his body as warmth spread between the two of them. Fuli loved the feeling of Kion's strong body beneath her, she loved making him feel good. 'Perhaps a bit too good' Fuli thought to herself as she felt something warm and hard poking at her stomach. She giggled out loud.

"W-what?" Kion asked sounding nervous.

"Nothing, baby," she said, cutely booping him on the nose with her paw. "It just seems like your 'friend' wants some attention".

Kion's face turned red as a tomato.

"Y-You noticed?" He said sounding extremely embarrassed.

Fuli gave him a quick kiss.

"Of course I noticed. It made me very happy". She said with a twinkle in her eye. "Mind if I play with it a little?"

Kion was very surprised, but couldn't dream of saying no to her.

"Go ahead". He said in a whispered voice.

Fuli looked at him grinning.

"That's a good boy". She said teasingly.

Without hesitation, Fuli rolled off of Kion so that she was laying next to him. She looked over at her friend's now exposed member. Giggling a bit, she cuddled up very close to him and reached for his cock. As soon as she wrapped her paw around it, Kion let out a deep moan.

"That's right". Fuli said as she began to slowly pump Kion's hardened member. "Just relax, and enjoy".

She loved seeing him so helpless. Totally under her control. It turned her on like crazy. Instinctively, she began to stroke his cock faster, causing it to pulse and twitch with pleasure.

"Does that feel good, baby boy?" Fuli said, running her free hand through Kion's soft, red mohawk.

Kion moaned in reply, unable to do anything else.

Fuli chuckled and increased her speed even more. She could see how powerless he was right now, and knew he wouldn't last much longer.

"You're so adorable" she said through a heavy sigh.

Once again Kion moaned incoherently. It just felt so good, so much better than his own paw (which he had recently discovered he could use to pleasure himself). Fuli just kept stroking faster and faster, and Kion could feel he was getting extremely close to cumming. Panting heavily, he bucked his pelvis forward preparing to orgasm, but just before he could, Fuli removed her paw. He groaned in protest, desperate for release.

"Not so fast, baby boy" Fuli said smirking "You can't cum yet, our night of fun is only just beginning.''