WARNING: This chapter contains sex & other adult themes. Reader discretion is advised.

Zira sat all alone in her large, dark cave. Presently, her sons were out hunting, giving the Lioness of the Outlands some much needed peace and quiet. However, the more time she spent by herself, the more she found herself focused upon one thing, something she hadn't indulged in for a very long time. Sex. Rough, pleasureable, skin-to-skin sex. Zira looked down at her untrimmed paws and thin body, able to see her ribs.

"Nobody would want a piece of this." Zira said out loud rather pessimistically, "I'm nothing but an old hag at this point."

The more she thought about it, the more unhappy she became, and considering she was already one of the most unhappy lionesses to ever exist, this wasn't anything out of the ordinary. She threw several small rocks at the cave's wall in a somewhat unsuccessful attempt to calm herself down. However, she did manage to hit a rather large stalagmite, breaking it free from the ground and causing it to roll a few feet away. Lazily, she stretched and walked over to the stray piece of rock. It was a rather phallic looking stalagmite if she ever had seen one.

Zira picked up the small formation of rock and examined it closer. Being the sick, desperate lioness that she was, a very interesting idea came into her head. A few seconds later, the older lioness was attempting to shove the stalagmite inside her needy womanhood. Unfortunately, it wasn't fitting quite right and provided no form of satisfaction. She threw the now useless piece of rock across the cave.

"Oh bother!" she yelled, "I need a real lion to pleasure me!"

Groaning, Zira rolled over onto her back in pure misery. In addition to being extremely horny, she had nothing to do, which makes it a whole lot worse, especially for a lioness her age. She decided her best option at the moment was to go to sleep and try to forget the whole thing. She closed her eyes and began to picture the suffering of children, which always helped her relax. Just as she was just about to drift off to sleep, she heard a noise at the entrance of the cave.

Zira instantly got to her feet, claws out. Nervously, she scanned her surroundings. Her eyes fell upon a young lion cub. Kion. She hated Kion with all of her being, as he was constantly foiling her evil plans. Why couldn't he JUST try to see things from her perspective, as a (both literally and figuratively speaking) starving lioness.

"Kion, son of Simba." Zira said, slowly approaching the young lion, "What brings you to the Outlands on this fine day?"

Kion's face looked stern.

"Would you care to explain why the Lion Guard caught your sons hunting gazelles in the Pridelands?" he asked coldly.

Zira raised her paws to her cheeks in an overdramatic attempt to look surprised.

"Really? It couldn't be!" she said sarcastically.

Kion scoffed.

"Cut the crap, Zira." he exclaimed as he took a few steps closer to her, staring her right in the face, "I came to let you know that this better not happen again, for the consequences will be much more severe."

Zira smiled a false, crooked smile.

"Well thank you for stopping by, Kion." she said motioning to the cave's entrance for him to leave, "I'll make sure I have a strict talk with my sons when they return home this evening."

Kion growled and walked out of the cave.

"You'd better." he said, exiting the cave, once again leaving Zira alone with her thoughts. At that very moment, Zira had a very sick thought, an even sicker thought than the first.

"Kion is certainly getting older, handsomer." she said to herself, looking at the spot where he had just been standing, "And with maturity comes…"

Zira stopped herself. There was no way she was feeling attracted to Kion. Not at all, not in the least bit. Kion is nothing but an annoying cub, or… wasn't he? Kion was a growing lion who could certainly provide her with the pleasure she so desperately seeked. As soon as she realized this, she rushed out of the cave after Kion.

"Wait!" she called to him, her voice breathy as she ran to catch up, "Won't you stay and talk for a bit?"

Kion raised an inquisitive eyebrow at her.

"Why in the Pridelands would I ever want to stay and talk with you?" He remarked, seeming genuinely uninterested.

Zira hadn't thought of that. She worked quickly to think up a lie.

"Well- um- you see..." she stammered, "I- I was thinking maybe we could talk about, um, possible ways to ease the tensions between the Pridelands and the Outlands."

Kion stopped walking.

"You're telling me you want to have… peace talks?" he asked, skeptically.

Zira nodded, forcing a smile. Kion thought for a moment.

"Well, ok…" he said, slowly walking back towards her, "But if there's even the slightest sign of funny business, these talks are over!"

Zira escorted Kion back into the dingy cave and laid herself down in front of him, careful to expose just the tiniest bit of her delicate womanhood. She noticed Kion glance down at it momentarily, but he didn't seem to pay much mind to it.

"So Kion, I was thinking…" Zira said, absentmindedly clawing at the cave's dirt floor, "Maybe you could help me out with something else before we start our little peace treaty?"

Kion sighed.

"Like what?" he asked, sounding somewhat annoyed.

At this point Zira had almost completely rolled herself onto her back, her dripping pussy fully exposed.

"Oh." Kion said, eyes widening as he realized what her intentions were, "I don't think so, Zira."

In an instant, he turned to leave. Zira panicked and proceeded to do the only other thing she knew how to do to get what she wanted, needed. She leapt up and grabbed Kion's tail, refusing to let go.

"Ow!" he exclaimed, "Would you mind?"

He tugged harder. Zira didn't let up.

"Relax, Kion" she said in a soothing voice as she began to scratch his tender ear, "Listen to my voice and let it guide your body and mind into a state of pure pleasure."

Kion grunted, still struggling to free his tail from her grasp.

"Stop! Stop it!" he said, beginning to get angry.

Zira leaned in close to the young lion, still scratching his ear gently.

"You know you want to relax." she said in an even softer, more rhythmic tone, "I can give you pure relaxation."

She put a heavy, seductive emphasis on the last word, almost as if to make it echo in his ear. Her little trick seemed to be working, as she felt the feisty cub begin to struggle a bit less.

"W-what are you doing to me?" he asked with a hint of fear in his usually confident voice.

"Don't be afraid, my sweet." Zira said as she ran her paw down from Kion's ear to his soft chest, "Deep inside, you know you are safe with me."

Kion let out a small sigh.

"I-I'm safe with you." He smiled a bit, "I'm safe with you."

The more he said it, the more he found himself believing it.

"That's a good boy, Kion." Zira said calmly, loosening her grip on the young lion, "Relax and give in."

Zira's shaggy paw slowly crept down Kion's body until it was positioned right over his sheath. Smirking, Zira began to slowly rub in circles.

"Ahh" Kion moaned upon feeling her touch his most private area, "W-why are you doing this to me?"

Zira gently pushed him onto his back and leaned over him, licking his soft face.

"Because I need you to fill me with your great big cock." she said as she continued to rub his sheath, coaxing his hardening penis out.

Kion's eyes widened and tears appeared in his eyes.

"W-what?!" he practically yelled, "I will not have sex with you! I- I won't do it."

Zira softly stroked the cub's small tuft of mane and let out a soothing sigh.

"You know you want to, Kion." she said as she grabbed hold of his now fully erect member, "Remember, you're safe with me."

The words rang deep in Kion's ears and once again, he began to feel a relaxing, blissful trance come over him. He was so relaxed that he barely reacted when Zira began to slowly pump his lion dick.

"Good boy, Kion." Zira said, greatly enjoying the sensation of a nice, thick cock between her paws, "I must say I think you're going to satisfy me very well."

Kion lay there purring, paws up like a kitten on its back. His mind was fast becoming empty as he felt great pleasure rush through his body. Zira, noticing she had him in the state she wanted him, turned around and positioned her eager pussy right over the erect member; and without delay, lowered herself onto it.

"Ohh" they both moaned at this new feeling of connection. Zira began to move up and down slowly. Kion felt so good inside her.

"You like this, don't you, Kion?" Zira asked through a heavy sigh, "You love how I ride your big cock."

Kion moaned in complete and total bliss. His eyes were closed and he was drooling a bit. The poor lion was totally overwhelmed.

"Mmmm it feels so good that the little lion can't even think." Zira teased him, "Is little lion gonna cum deep inside my pussy?"

Kion groaned and nodded. Zira scoffed.

"Pathetic cub." she complained, "Can't last more than five minutes!"

Kion was too far gone to respond, but he still heard her, and it really hurt. Before he had too much time to dwell on it, he could feel his body preparing to cum. All his muscles tensed up as he shot loads and loads of thick sperm into Zira's pussy.

"Yes, Kion!" Zira moaned as she felt the creamy liquid squirting inside her, "Give me all of that delicious cum."

Once Kion's balls were totally emptied out, and Zira was thoroughly satisfied, she turned around to face her young partner. She began scratching his ears and whispering to him softly.

"It's time for you to awaken from your trance now, Kion." she soothed him, "and when you wake up, you'll remember absolutely none of this. All you'll know is that you had a good time."

Kion repeated her words back to her, and Zira smiled, giving her fingers a quick snap.

She felt much better knowing she still had it, that she wasn't a used-up old hag that nobody wanted to mate with. She smiled and hummed a little in delight.

"Kion, I hope that peace is restored between the Outlands and the Pridelands." Zira finally spoke up after a blissful moment of silence.

"What?" Kion asked, confused, forgetting what he had come to her cave for.

"Oh, nothing." Zira replied with a mischievous chuckle. "Nothing at all."

NOTE: Sorry for the major delay with this story! I've had this series fully written for a while now and am just now finding the time to publish the finished works. Check back for the final Chapters of CWK in the next few days 3