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That certain time of the year had returned to the Pride Lands. Mufasa was bright and early, clearly aware and excited about the day's likely events. Mating season had come yet again. The light breeze in the air carried the strong scent of heat, to which he felt a deep whiff. He could distinguish the many lionesses' scents, all in heat at once.

He was not the only one who picked up the smell of many heated females. Stalking through the tall grass, doing their best to keep hidden were a group of rather bold hyenas. They came not from the Outlands, but a land further beyond. Tales of the renowned Pride Lands reached their ears and the trio set out to see it for themselves, also hearing of the ban of all hyenas.

"We got here at just the right time," the leader, Azrael, said. He was the second biggest, having an athletic build. His mane was tipped with fiery red and so was his tail. He stood out among most, but was not the only unique looking hyena. By his side were Jenga and Onto. Jenga was the biggest of the three, being wide and bulky. His prowess in power was clear to see by the muscles just under his pelt and the notches in both ears, prevailing damage from previous scraps. Onto was the middle-man, usually being Azrael's backup while Jenga was off using his muscle. His appearance was not so unique, having gray fur and brown spots like most hyenas. What made him stand out was his mane, the fur being twisted into curls. It was not an easy thing and he needed the help of birds or primates to do it for him, usually charmed into doing so.

The three of them were instantly drawn in by the strong smell of heat, washing over them like a rolling wave. Though they were foreigners to the land, Azrael had enough knowledge to recognize Mufasa. Being spotted by him would be bad to say the least, considering their end goal. Even if they were to avoid him, the countless lioness could catch them instead, ratting out the intruders. So a plan was made in advance, they had someone on the inside.

They were going to use the zebras. Having snuck up on them the night before, it was easy for the three to trick the scared herbivores. Azrael told them they all they had to do was start a stampede big enough to cause some damage and not to stop either. If they didn't, the three of them would summon the entire Outlands hyena clan to take them all out at once, claiming to find a way inside of the Pride Lands without notice. They knew none of the hyenas beyond the border but the bluff worked.

The time was near. Azrael was growing impatient, the smell of heat driving him nuts. Though there was a hoard of lionesses waiting for them, being gathered in the caverns of Pride Rock, the trio's leader was focused solely on Sarabi, the king's mate. She was a gorgeous lioness and so far there was no heir to the throne, meaning Mufasa had yet to breed her properly. He was likely waiting for this very moment, when heat struck the pride. But his chance would be stolen.

Right on cue, just as Mufasa was about to follow after the last lioness that ducked into the caverns, Zazu came squawking about the zebras, they were charging all over the Pride Lands, causing trouble everywhere. To make sure the king would be busy, they ordered the zebras to split up in smaller groups, stampeding all over the lands' reach. Mufasa looked more than annoyed but raced off with Zazu leading the way.

"Now's our chance, boys!" Azrael raced ahead, the other hyenas followed after him. With all the lionesses gathered inside, there was nowhere for them to go.

"Jenga. You keep watch," the leading hyena said before diving into the cavern. Onto raced after him and Jenga stood at the cave's entrance. He was a bit frustrated, wanting to rut some heated females but it was best that someone keep watch...

The lionesses were all gathered and the smell of heat was overwhelming, filling up the chamber. They heard the sound of approaching paws. Sarabi was in the center of the other waiting felines, always being the one bred first. With Mufasa having taken the throne recently, this would be their first rut as mates. But from the entrance's shadow came not one but two hyenas.

There were many gasps and a few growls but Azrael didn't look bothered or worried in the least. Here she was. Sarabi. She was even sexier up close, her soft fur, slender frame and of course the scent that clung to her. It was directly stimulating his senses. His mouth watered and a tingle raced through the red tip manned hyena, feeling a pang in his swollen balls. Every drop of seed for an entire week had been saved just for this moment.

"W-who are you?" Sarabi asked. The rest of the lionesses went quiet, the king's mate now spoke for them. "And where is Mufasa?"

"Relax, your highness," Azrael smirked while stepping forwards. "He's off cleaning up a mess with the zebras. But while he's gone I'd be more than happy to take his place." Stepping to the side, the lead hyena finally showed off his cock, which had fully slid from his sheath. Another collective gasp came from the hoard of females. They began to whisper, not out of disgust or anger, but of interest. Pride welled up in the displaying male.

It was no secret that lion's weren't very endowed. And even by his species' standards, Azrael was on the larger side, having the unique trait of sporting a thick knot to end it all, something quite rare for his kind. The whispers about him were all well and good, but it was the look from Sarabi that really got him going. She was looking at him in a new way, speechless as he simply watched the hefty hyena shaft throb, leaking the backed up fluids onto the cavern floor.

Though nothing was said, the queen stepped forward, feeling the heat within flaring up. She was of course aware of Mufasa's size and though it was rather large for the lion, it was nothing compared to the stranger hyena's. Just watching it bounce and leak precious juices caused her to instinctively act.

"I'll take that as an answer." Azrael was quick to get behind the lead lioness, mounting her. The soft body under his paws got him to act, already prodding his tip to the slightly raised entrance. Some of her sense returned. Sarabi realized what was about to happen and squirmed to get free. She rocked her lower half, trying to throw the hyena off. But the grip on the lioness' hindquarters was too firm. Not only did Azrael stay clinging to her, but he groaned as the push backwards spread her pussy around the tip of his cock.

"Making the first move, huh?" the hyena gloated before taking full advantage. He thrust his hips, and slid more of his cock inside of the lioness, being the first to penetrate her like this. It was agreed that the king and queen would wait until the lioness was at her most fertile. Of course they had needs but satisfied them with tongues. But this was her first experience of having actual maleness sinking in.

The other lionesses looked on in shock. The other hyena, Onto, had his eyes glued to the sight of Azrael inserting himself into the taken female, being the one to deflower her. He was supposed to wait for him to be done with her, then he would get a chance. Of course, she would already be messy and a bit loose, but the leading lioness would already be warmed and ready for him...

A new sound filled the cavern, a moan from the queen. She had been holding it back, but the length inside of her was already more than what Mufasa wielded, and there was more coming, filling her beyond nature's intentions. She was being stretched out and filled by the warm firmness. The pain was quickly outdone by pleasure never felt before. There was no doubt now that the hyena was breeding the king's mate, being the one to take her virginity, already marking her insides with hot precum, fresh from his churning and aching balls.

The entire thing was shoved inside by another hard thrust, forcing Sarabi to cry out. Her insides were forced to handle a shape and length never meant for the feline's interior. Another flash of pain overtook for a few moments and the lioness feared her insides were already ruined. But one the other end of it all, Azrael grunted deeply as he hilted all but his knot inside, pressing the hard bulb against the soft and drooling lips. She felt even better than imagined, so soft and warm, and squeezing down on his dick, milking more ropes of his pre. Her pussy was stuffed by his cock, being made for a little lion prick.

He pulled back and slammed back inside, giving a brief flash of his now slick cock. The other lionesses saw and were finally processing the breeding taking place before them. The king's mate was being taken while he was away. As a collective some of them knew they should do something about this, but they were becoming aroused by the sight, their heat ravaging their bodies, leaving them almost paralyzed with need. Some of the onlooking felines were already prepared to keep the secret, hoping for a chance to feel the hyena's shaft stretching them out next.

Now with purpose to stretch her out even further, Azrael proceeded to pump his hips vigorously, putting force behind his rhythmic humps. The lioness' moans were continuous from the pleasure coursing through her, echoing throughout the cavern, joined by the hyena's own growls and huffs.

Sarabi just let the lust take hold of her. There was no denying how good it felt, nor the level of excitement it brought her. Every tug back and pump back in rubbed along her sensitive walls, forcing her to voice her pleasure. The force of the incoming humps had increased, getting the feline to finally notice the hard flesh that repeatedly slammed against her opening. Canine species weren't a common sight in the Pride Lands so she had no idea about knots. It hadn't occurred to her that the bulb was meant to be eventually shoved inside as well.

Finally having the prize in his clutches, Azrael went all out. His pace was increased even more, grinding his shaft hard against her tightness. The scent of hyena was rubbed all over the queen's back. Sarabi was just panting hard at this point, every incoming thrust threatened to knock the wind out of her. It was reaching so deep inside and striking hard with no let up. With all of the juices and precum, the cock slid along all the easier. There was no resistance now, allowing the hyena to keep pounding to his leisure.

"Mmm... Best fuck I've had so far. I thought you'd put up a fight, but you're pretty much drunk from the feeling, huh?" Azrael taunted. "We're not done yet. You still gotta take my pups after all."

Sarabi's eyes went wide upon hearing that. For a moment, her sense returned. Being in heat, her body was fertile and waiting for a male to fill her womb. Another hard buck sent pleasure through her system, shrouding her better judgment once more. The rise of her climax, it was making it hard for the queen to think. Her instincts and the burning heat took priority, already preparing to be seeded. On the cusp of cumming, Sarabi was squeezing her soft walls down on the pistoning cock.

The grip on her increased and a snarl broke out. What she didn't expect was the sudden strong push and searing pain of her lips being forced to spread wide, taking that bulb of flesh. She yowled, despite the pain, the rough entry and extra filling made her cum hard. A rush of her ejaculate splashed all over the already lubed cock, being fully inserted thanks to another firm push. The knot popped inside, being locked in by its own sheer thickness. Then came the unmistakable rush of hyena seed, being pumped with force directly into her untouched womb. The tied male had successfully bred her, still groaning from his own orgasm, draining a good portion of his backed up cub makers. It was one thing to shoot his load inside of the snug passage, but knowing that she was guaranteed to have his half-breed pups...that was a whole other level.

It took a bit of time, but the knot deflated and he pulled out of the used pussy, already dripping with his cum.

"Have at her, Onto." The curly maned hyena was quick to spring into action, his own cock leaking heavily from watching. Sarabi was still processing the thorough rutting she received. But the other hyena pounced on her anyways, wasting no time in shoving his rather lengthy dick inside of the already used vent.

"As for the rest of you..." Azrael smirked, looking at the rest of the heat stricken females. They looked at him expectantly. If the size of his cock wasn't already alluring, his knot certainly got their interest. There was a sound from the entrance that made the hyena freeze, he looked ahead to see Jenga grunting.

In truth, the muscle of the group wasn't content to just sit outside while the others were having their fun. He heard the moans of Sarabi the entire time and decided to join in anyways. The lookout had left his post and joined the others. With a smirk of his own, the biggest hyena entered, his fat cock bouncing heavily with each step. "Looks like it's just you lionesses with the three of us."

The hyenas quickly got busy. Each of them had something to offer, Azrael's knot, Onto's length, and Jenga's girth. The second hyena was already panting hard, pumping his cock against the sloppy walls. He didn't hole back while thrusting, shoving his entire length in and out. There was no knot to stop him from burying it all inside. The trade off was him having more length to work with, penetrating Sarabi even deeper. At this point, she raised her voice, begging the hyena to breed her hard.

As soon as the queen submitted, the others were all over the hyenas. Jenga was already helping himself to a lioness of his choosing. She was yowling from the extra stretching his fat cock required. Her walls were forced to spread wide just to take the first half. As is his nature, Jenga was rather rough, already trying to shove all of himself inside. The excess of precum from his fat balls aided the lioness in not being split apart. It spurt freely from the tip, providing a warm relief. Clawing at the stone floor, the entire thing was soon rutting into her passage, certainly fulfilling her more than Mufasa could.

Azrael had his paws full with two lionesses, one that was riding his cock and the other that was riding his face. He groaned around the warm lips that pressed to his muzzle. His tongue was already slurping deep inside, lapping up the sweet juices, likely tasting so good thanks to the heat. The lioness he was eating out was purring deeply. She had also felt Mufasa's tongue before and while it had a rough texture good for stimulation, the hyena's tongue was reaching so far into her, lapping and twirling at spots that were getting her close already.

The lioness bouncing on the hyena's cock was more open with her moaning, enjoying the unique shape of it. With each push down of her form, it sunk deep inside. It was pulsing hard and marking the sweet lining with his precum, a much thick and more potent fluid was not far behind. Just as the lioness riding his face came, Azrael slurped up the ejaculate, rocking his lower half in time with the bounces to shove his dick in even farther, growling a few times before he managed to knot her, pumping another hot load into a purring female.

Jenga brayed as he pumped a torrent of cum into the lioness he was rutting. The feline in question came a second time just from the sensation. Her womb was absolutely flooded, likely enough to give her a full litter. But the hyena didn't stick around to admire his work. He pulled out and was quick to shove himself into another female that waited close by, groaning as he heard another yowl from being spread wide.

Onto was on his third, groaning deeply as he rocked his hips back and forth, them being nearly a blur. His entire shaft was slammed in and the lioness on her back could see a bulge each time an incoming hump was given. It was so good, causing her to just moan out, her voice joining with the others that were humped and licked.

***

It had taken Mufasa all day to sort out the mess. But the zebras were rounded up and returned to their place in the Pride Lands. At this point, the king was tired and admitted he wouldn't have the energy to breed many lionesses like he originally planned. But he retained just enough to finally give his mate that cub they were hoping for.

When he returned to the cavern, the first thing he noticed was the smell. The mating chamber absolutely reeked of hyena. With a growl he charged in but found nothing except the lionesses. They were either asleep or wearing smiles of satisfaction, cum still dripping from their well bred sexes. In the center of it all was Sarabi, who looked the messiest of them all. She had been used the most. Her pussy was stretched much too wide for Mufasa to use now. The lioness' pelt was ruffled and painted with strings of seed, being all over her backside and muzzle. She wore the biggest smile of all, lying on her back with her used vent in full view of her returning mate.

"S-Sarabi!" Mufasa said, his voice full of shock. "What happened here? Who did this?!"

"You won't find them now..." Sarabi responded, sounding rather disappointed herself. But not out of guilt. Rather she was afraid that the male that knocked her up was long gone now. With a tired voice, she explained everything that happened.

It sunk in for the king; that he had been tricked and some hyenas, not even from the Outlands, had already claimed his spot, breeding all the lionesses and his own queen. He was too late. The smell of heat had been replaced with the musk of hyena. Sarabi was sated and seeded, meaning the heir to the throne would be born a lion-hyena hybrid, a child not his own...

From the distance, just beyond the border, Azrael watched as Mufasa finally returned, looking confused when sniffing the air, then racing inside. The hyena smirked, wishing he could see the king's reaction. For now, he had to step back, but would be returning soon. He wanted to be there for the birthing of his cubs after all. Them being of royal blood will give him some stake in the throne, as well as Sarabi likely missing him already...

He and the others made themselves scarce before Mufasa would come charging out of Pride Rock, frantically searching for the long gone culprits...