A Birthday request for My friend Dax0042.

ENJOY!

Sarabi walked along the dirt of road of the village toward Pride Rock. As she walked, her long tail swayed back and forth with each sway of her voluptuous hips, covered by a short skirt, stopping just above her knees. And each step caused her bodacious bosom to bounce and jiggle. Luckily the impressive globes were concealed by a regal sash, a clear mark of her position as Queen of the Pride Lands.

However, that was soon to change, as her only child, Simba, would soon assume the mantel of King after having defeated his Uncle Scar, who had usurped the position of King by murdering his brother Mufasa by throwing him into a deep ravine. Simba, who was just a cub, ran away out of grief. But, after being found by his best-friend Nala years later, Simba returned after learning that Scar and his hyena cronies had all but destroyed the Pride Lands. Now, Simba would be King, and Nala soon to be his queen. However, Sarabi knew there was one tradition that needed to be maintained, hence her walk to the throne room in Pride Rock.

But, despite her clothing, her walk through the village didn't stop her from getting many looks from the other animals of the Pride Lands. Despite her age, Sarabi's bodacious figure still garnered much attention. She was even quite flattered when she would see some of her royal subjects discretely pleasure themselves as she walked by. And some not discretely, like a very excited zebra who was openly stroking his massive dong while watching Sarabi from inside his hut. And while Sarabi was finding herself growing excited, that excitement would soon be put to good use.

Before long, Sarabi had reached the entrance to Pride Rock, a tall rock formation, hollowed out centuries before and decorated with ornate carvings lined and imbedded with precious metals such as gold and silver. And as Sarabi walked down the long hall, she could hear a series of moans coming from behind a large stone door. And knowing that her hunting party was out at the present time, Sarabi smiled wickedly as she knew Simba must be entertaining his favorite concubines, Scar's former followers, the Hyena's of the Outlands. And her suspicions were confirmed once she reached the doors, pushing them wide open to a very sexy sight.

Strewn throughout the throne room, several female hyena's, clothed in simple attire of gold colored tube-tops and thongs, as well as elaborate diamond neckbands, bracelets, and earrings and other piercings, laying on the floor of the throne room, eyes rolled back into their heads in sheer pleasure as copious amounts of thick, hot lion cum oozed from all their holes, unobstructed by the thongs that were either pushed aside or wrapped around one leg. Not only that, but there was also the faint stench of urine as well, a clear sign that the female's had been marked. You see, Prior to his downfall, Scar attempted to shift the blame of his brother's death and his rise to power on the hyena's. Unfortunately for him, the hyena's had heard everything. Rather than kill Scar, Simba offered him to the hyenas. And much to his surprise, rather than kill him themselves, the male hyenas decided to make Scar a vessel for their relief.

Shortly thereafter, Simba was approached by several female hyena's, led by Scar's formerly loyal Lieutenant, Shenzi. She explained that as a token of good faith, she and her females would offer themselves to Simba as his servants, to do with as he pleased. And needless to say, it didn't take Simba long to find a use for them. As evident by the fact that he had saved his favorite concubine for last. And from what Sarabi could see, Shenzi, who, unlike her subordinates was void of all clothing, was having the time of her life, Simba's arms hooked under her legs, hands clasped behind her head as he held her in a full-body lock.

From where she stood, Sarabi watched as her son ruthlessly thrusted his foot-long cock into the hyena in his grasp, said hyena, being about three-quarters of the size of the lion thrusting his hips up into her as he reclined in his gold-embedded tone throne, moaning like a whore as she watched the tubular bulge protruding from her stomach grown and shrink with each thrust. And with ach thrust, her meager b-cup tits still bounced in a rhythmic pattern as the monster dong inside of her continually impaled her cervix, each thrust causing more and more of her sweet juices to leak from her abused sex. But as she continued to enjoy her time with Simba, Shenzi quickly took notice of Sarabi standing at the foot the stairs that led to the throne, an amused smirk on her face as her tail swished behind her.

"H-hello MMF FUCK My Queen," Shenzi moaned as Simba began to thrust exceptionally hard into her, which to her always meant that Simba was close to blowing his load.

"Hello Shenzi," Sarabi said as she watched her son's heavy balls slap against Shenzi's clit with each thrust, clearly unphased by the fact that his mother was watching him rut his favorite concubine.

"Just a second Mom, almost d-done," Simba groaned as his he began to give shorter, more powerful thrust's into Shenzi, the female soon finding herself being thrown into a powerful orgasm by Simba's thrusts, her tight walls clamping down on the rod stretching her quivering pussy. And upon feeling the tightness of Shenzi's walls on his cock, Simba was pushed over the edge as he buried his cock all the way to the sheath in Shenzi's cavern, the hyena receiving the same treatment as her fellow concubines as the tip erupted rope after rope of piping hot cum into her womb.

"Yes, My King," Shenzi moaned as she felt her womb swell to accommodate the excessive amount of cum being pumped into her. She was even sent into another powerful orgasm as her smaller abdomen began to swell a bit from Simba's mighty orgasm. And still being in the full-body lock, Shenzi knew she could do nothing but blissfully take it. As for Sarabi, she couldn't help but find herself becoming incredibly aroused by her son laying claim to Shenzi and her fellow hyenas, a small amount of her own juices starting to run down her legs.

After several moments of riding out their orgasmic bliss, Simba released Shenzi from his hold, the female hyena letting out a sign of content as she leaned back against Simba's strong chest, gently rubbing her belly as she felt the warm feeling of Simba's jizz churn in her womb. But, Shenzi soon found herself being lifted off of Simba's cock by his strong hands, his cock leaving her based pussy with a slurp as cum began to leaking from the slightly gaping opening. And as Sarabi watched, she found herself becoming greatly aroused as Simba, after placing Sarabi on her knees before him, asserted his dominance over her by marking her body like he did with the other hyena's.

And Shenzi took it with stride.

But, as soon as Simba had finished, he looked to his mother, a noticeable twinkle of lust in her eye as she stood patiently at the foot of the throne. Looking back to Shenzi, Simba helped to her feet.

'Shenzi," he said as he tenderly ran a knuckle over her cheek, making the female moan in response, "why don't you take the girls to the bathes and get cleaned up? I need to speak with my mother."

"Yes, My king," Shenzi responded before making her way down the small flight of stairs to gather her subordinates, gently caressing Sarabi's cheek seductively as she passed, Sarabi herself sending the hyena a teasing smile before returning her attention to her son. And once the two were alone in the throne room, Simba, his cock having softened considerably, walked toward his mother, who's teasing smile turned into a small frown, causing Simba to let out a nervous chuckle as he rubbed the back of his neck.

"I see you are enjoying your new harem, My Son," Sarabi said as she began to walk away form Simba, the male taking the cue to follow. But as he did, he couldn't help but notice the way his mother's wide, voluptuous hips swayed as she walked down the hall that he knew led to his bed chamber.

"What can I say," Simba said as he continued to shamelessly ogle his mother, "it's good to be the King."

"Yes," Sarabi said in a seemingly unimpressed manner as she through open the doors that led to what would be Simba and Nala's bed chamber, "but you are not a king yet."

Upon hearing this, Simba simply rolled his eyes, walking past his mother toward the large bed that sleep two fully grown male elephants. And as Sarabi continued to speak, Simba lazily crawled onto the massive wooden bed, decorated like all other furnishings with gold and silver lining. And as he rested his back against the elaborate headboard, carved with tradition African symbols, he couldn't help but watch his mother as she continued to lecture him.

"There are a great many things you need to do before you marry Nala. But, from what I've heard, you've managed to accomplish them with relative ease."

Simba let a triumphant smile form on his muzzle after hearing Sarabi say this. However, his smile soon fell when she added a…

"But…"

"But?" Simba responded, earning a teasing sideways glance from Sarabi, the older lioness soon giving her son quiet a surprise by coming to the foot of the bed, stepping onto it before slowly walking toward her son, who simply looked up in wild amazement as, before his very eyes, hi own mother began to shed her dress. And despite his attempts to keep himself under control, Simba could not hide the fact that he was becoming aroused by his mother's actions, his cock soon growing hard again as he watched his mother then move to shed her sash.

"Before you become King, there is one more tradition that must be met."

And as Sarabi said this, she let the sash join her dress off to the side, revealing to Simba Sarabi in all of her naked glory, from her thick, luscious thighs, her wide voluptuous hips, up to her busty, double tits, each topped with an excited brown nipple. And as Sarabi continued to explain her position to Simba, she began to rub her supple, juicy looking pussy, her fingers tenderly massaging her engorged clit.

"To become King…You must bed the current queen."

And as Simba lay on the bed, all he could do was stare up at his incredibly sexy mother, the sight of her rubbing her leaking slit as she stood over him making his cock grow harder and harder by the second. But much to his confusion, and not noticing the mischievous twinkle in her eye, Sarabi turned her back on him, giving Simba a perfect view of big, bubbly ass. The same ass he had fantasized so much about over the years. But, just before he could voice his confusion, Simba let out a grunt as Sarabi suddenly plopped herself down on top of him, her soaking snatch now just inches from Simba's face. And as Simba marveled at his mother's glistening slit, Sarabi found herself captivated by Simba's rock-hard cock. A foot and length and so thick that as she wrapped her hand around it, she found she couldn't fit the whole thing in her grasp.

"Oh Simba," she moaned as she gave a few strokes of the massive member, causing Simba to groan in response as his hands soon found purchase on his mother's ass, "you are much bigger than your father."

Simba, upon hearing this, soon felt a new wave of confidence over sweep him, any hesitance he felt of making love to his mother gone as he began to shamelessly need her ass-cheeks, his strong hands grip and molding the luscious lumps, spreading them part to get a good look at her puckered star.

"You have no idea how much I've wanted to eat this ass," Simba said played with her ass, Sarabi's eyes going wide in shock.

"Following you in secret, stroking my cock as I watched you bathe…now I can finally sample the ware."

Upon hearing this, Sarabi was so aroused by Simba's longtime incestual infatuation, she upped the ante of her treatment of Simba's cock, using both hands to stroke the impressive dick, her busty tits pressed against his stomach as she did so. But soon, Simba began to grow bored of just playing with his mother's ass, and so, sticking his tongue out, he began to drag the rough appendage from his mother's swollen clit, all the way up to her tail hoe.

"SIMBA!" Sarabi gasped as she suddenly sat up straight, effectively smothering Simba between her lower cheeks. However, Simba was not about to complain, for his mother's sudden actions had caused his tongue to prod into her tense star. And to his surprise, the taste was one he did not find terrible. And it was with his in mind that Simba, after grabbing a firm hold of Sarabi's thighs, began to dig his tongue deeper and deeper into Sarabi's tight ass, the older female soon letting out shameless moans of pleasure as she felt Simba's rough tongue thrust and wiggling it's way into her tight ass.

"Yes Simba," She groaned as soon lowered herself back down to face his throbbing member, "eat my ass…while I eat this delicious cock."

Before Simba knew it, he was met with the amazing feeling of Sarabi's huge tits wrapping around his cock, the soft, squishy mammie's hugging tightly to his cock. Which at this point was so big and hard that five inches protruded from Sarabi's cleavage. Though Sarabi found this turn of events to be very delightful, Simba actually tensed when he felt Sarabi's tongue swirl around the head of his cock, the older female letting out a low moan at the musky taste of the cock combined the precum leaking from the tip, all while her huge bust massaged the lower half of the impressive dick as she began to slowly sink his cock deeper and deeper into her maw. Simba even let out a low moan the moment he felt the tip of his cock hit the back of Sarabi's throat three inches' in.

Simba soon found himself having to fight the urge to blow his load the moment he felt Sarabi start swallowing his cock down her throat. Before long, Simba found himself lost in absolute pleasure as his mother was both tit-fucking His cock while deep-throating it at the same time, the extreme pleasure causing him to bury his tongue deeper and deeper into her luscious ass. Sarabi was so overcome with pleasure herself that her juices were flowing like a river, dripping onto Simba's neck and chest like a waterfall, all while her anal walls clenched around Simba's tongue.

But alas, all good things must come to an end…literally.

"Mom," Simba groaned as he withdrew from her ass, "I'm gonna…"

"It's alright sweetie, let it out" Sarabi announced with a smile, removing her mouth from his cock with a slurp and a pop, only to increase the speed of her tit-fucking on Simba's cock, the male soon reaching his peak as he suddenly thrust his hips upward, a long, thick rope of spunk erupting from his cock, the pearly white substance landing across Sarabi's muzzle. Almost immediately after a second, less powerful shot came, this time landing across her right tit. This one itself was followed by five more powerful shots of cum, each landing across her muzzle or breasts. Looking up the copious amounts of cum, Sarabi couldn't help but chuckle as she looked back to her heavily panting son, tenderly massaging his balls as she spoke.

"My, My," she cooed, licking at the cum that stained her breasts, the salty taste making her moan in delight, "all those hyena's, and still so much spunk. You have the balls of a true breeder, My Son."

"I can't help it, Mom," Simba responded, "you're just so beautiful."

"Why thank you my son," Sarabi responded with a blush, the red tint barely visible through he fur on her muzzle. But, after a few more minutes of cleaning herself of the delicious cum covering her, Sarabi lifted herself up so that she was now straddling Simba's chest. But, to Simba's surprise, and further arousal, Sarabi turned herself around so that she was now facing him, her face just barely visible to Simba as it peaked out from over the previously cum-covered mountains of flesh. And with a mischievous smile on her face, Sarabi placed her hands on Simba's strong shoulder before sliding her lower half down his torso, his broad pecs and tight abs rubbing against her clit, causing her to moan in delight. And the moment she felt his re-hardening cock touch her slit, both lions let out a low groan of delight.

"I hope you still have some in there, son," Sarabi said as she laid her chest fully on Simba's, reaching back with both hands to clench her butt-cheeks, folding both around the hard dick so as to capture them in soft, luscious valley. And as Simba groaned, Sarabi let a lustful smile spread on her muzzle as she continued to speak.

"…Because you are going to breed me like a true king."

This alone sent Simba over the edge. Within an instant, Sarabi let out a loud, shameless moan as Simba reached down and grabbed her ass, swatting her hands out of the way before roughly sandwiching his cock between the heavenly cheeks. Before Sarabi knew it, she was letting out loud grunts and gasps as Simba began to roughly thrust up into her hips, the feel of his cock sandwiched in her ass sending him to new heights. And all Sarabi could do was moan as she felt the hard member rub against her pussy and asshole, small amounts of pre shooting onto her cheeks as he did so.

"Simba," Sarabi groaned, bringing her hands up to gently cup Simba's face, the soon-to-be king gazing not his mother's beautiful eyes. And what she said next, Simba was all too happy to oblige.

"Fuck Me."

In an instant, Sarabi found herself on her back, Simba having rolled them over, the valley between her ass cheeks now empty as Simba lined his cock with his Sarabi's experienced pussy. But Sarabi would soon find that she made the mistake of trusting Simba to be gentle with her, as it had been some time since she had had sex with anyone since her husband's death. In a matter of seconds, Sarabi's eyes rolled back, a moan caught in her throat as her moth hung limply open as Simba rammed all twelve inches of his cock into her wet, needy pussy.

"Too much at once, Mom," Simba teased with a smile as he began to slowly thrust into Sarabi, her tight walls soon loosening up as she began to accustom herself to her son's size. At some point, Sarabi was even able to finally vocalize her pleasure, small gasps and grunts of ecstasy escaping her throat as she felt her tight love canal stretch to accommodate her hung son. And before long, Sarabi was moaning loudly as Simba ruthlessly pounded her pussy.

"Damn, you're so tight Mom," Simba moaned as he pressed his front against Sarabi's, her breast pressed against his chest, her nipples growing hard as they rubbed against Simba's muscles. The stimulation even asked some milk to leak from the sensitive nubs.

"And you're so big sun," Sarabi responded, only for a mischievous smile to form on her face.

"In fact…"

With strength he didn't realize his mother had, Simba found himself rolled back onto his back, Sarabi once again on his chest with his cock still buried in her throbbing cunt. But Sarabi decided to change things up by bringing her front off of Simba, eventually straddling him as she began to ride him, her huge jugs bouncing and jiggling with each downward thrust. At this point, Simba was mesmerized by the fluid motion of his mother's bouncing bust, almost as if he were in a hypnotic state. Meanwhile, Sarabi was greatly enjoying herself, as this new position allowed her to get Simba's cock deeper within her pussy, the long appendage penetrating deep into her womb. Sarabi even had to fight the urge to cum as she noticed the same tubular bulge on her stomach as Shenzi.

He is definitely Mufasa's boy, she thought to herself as she continued to bring herself down hard on Simba's hips, the younger male soon being able to pull himself out of his hypnotic state. Eventually, his hands found purchase on her shapely hips, pulling down hard to had straight to her downward thrusts, the action alone causing Sarabi let out even louder moans of pleasure. And each time her hips came down, Simba let out a grunt of ecstasy as he felt his balls begin to stir.

"Mom, I'm gonna cum again," he warned, only to let out a whine of protest as Sarabi suddenly removed herself from his cock, which was now covered in a thick layer of her juices. And despite Simba's best efforts to impale her once again on his aching cock, Sarabi simply swatted his hands away. And, upon seeing the look of disappointment and annoyance in his eyes, Sarabi sent Simba a teasing smile as she stood on her feet, her quivering pussy dripping onto Simba's pelvis.

"Don't worry Simba," she cooed, "you will cum in me. But, I can't really have you filling me with your cubs. No, I have something else special planned for you."

At first confused, Simba soon realized what his mother was planning the moment turned around, a devilish smile forming on his lips when she was once again straddling his waist, his cock once again nestled in the valley of her ass. Reaching back, Sarabi took a hold of Simba's slick member, making said male groan in pleasure. Once she had a firm hold of the slippery cock, Sarabi placed the tip at her puckered tail-hole, the feeling of the head making her shudder as she prepared to indulge her son in his favorite fetish. In a matter of seconds, Simba watched in amazement as Sarabi moved herself back on her cock, her tight star stretching to accommodate the girthy member, making Sarabi wince in pain, but also moan in pleasure as she felt her anal walls give way t the huge dick sliding into her. And once she felt her tight ring hit the base of Simba's cock, she was in heaven.

Or she thought she was, until...

Simba, who was so turned on by the sight of his mother sinking her ass on his cock, couldn't control himself any longer. Grabbing onto Sarabi's hips, Simba rolled them both over, Repositioning himself so that he was directly behind Sarabi, the matriarch on all fours as Simba unleashed all his lust as he began roughly slamming Sarabi's ass, her cheeks jiggling as they made contact with Simba's hips. The feeling alone sent Sarabi over the edge as she released a torrent of her juices onto the bed, discoloring the fabric with its wetness as she screamed into one of the pillows present.

Simba, deciding to up the ante, brought a hand up before bringing it down hard on Sarabi's ass, the stinging impact making Sarabi shriek into the pillow. Simba, upon hearing the reaction he got out of his mother, proceeded to spank her until a red handprint could been seen through her fur. At this point, Simba let an evil smile spread across his muzzle as he decided to humiliate the busty MILF in his power.

"Look at you, you little whore," he growled, the comment succeeding in making Sarabi shiver.

"Taking the cock of your future king. You are going to make a fine addition to my harem."

"Yes, my LOVE," Sarabi cooed, finding the strength to lift herself up and press her back against Simba's chest, the lioness cup his check in tender affection, their eyes meeting with pure lust. In an instant, the duo's tongues were battling for dominance, their moans mixing as Simba's balls tightened, the male desperate to empty them inside of his mother's tight star. Feeling the thick cock start to expand in her tight hole, combined with the growing speed of Simba's thrusts, Sarabi found herself thrown into another orgasm, making her shriek once again. This, combined with the tight contractions of Sarabi's anal tunnels, proved too Simba.

"SHIT!" he shouted, "I'M GONNA CUM!"

Digging his claws into Sarabi's hips, Simba began to roughly thrust into Sarabi's sphincter, looking to hilt her as he came. And before he and Sarabi knew it, she felt Simba start to unload strand after strand of white hot cum into her bowels, painting her walls white as a third orgasm overcame her, her entire frame shaking as her eyes rolled into the back of her head. Running her hand down her stomach to her pussy, Sarabi shuddered once again when she felt the same long bulge from before, causing another mini-orgasm to overtake her.

As the duo began to come down from their orgasmic high, Simba collapsed on the bed, his body resting fully on his mother's back, the spent lion and lioness panting heavily as they attempted to catch their breath. And as they recovered, Sarabi once again turned her head to capture Simba's lips in one more deep, passionate kiss. And as they broke apart, Sarabi stared longingly into her son's eyes before whispering.

"Long Live The King."

Which was met with a response of…

"Long Live The Queen…Thank You, Mistress."

And on that day, and everyday since Simba and Nala's wedding, Sarabi served as head mistress of Simba's new and ever-expanding harem. As head mistress, she would see to it that the girls, be they from her hunting party, the hyenas, or other animals, such as gazelle, zebra, cheetah's giraffe etc., were always ready to help their king relax after a hard day of ruling the Pride Lands. Of course, Nala had no issue with this, for as queen, she could have her own all-male harem as well. And in the end, aside form his wife, Simba favored one girl in his harem above all others…

And it was no mystery as to who.

There you go Dax!

I Hope you enjoyed it!

HAPPY BIRTHDAY BUD!