It’s a warm day out in the Pridelands fields. Simba and Nala are playing by themself away from Priderock. The cubs are having fun by themselves, minding their own. Things went well for the cubs. They spent a lot of their time together playing. They fell close to each other, like brother and sister, but sometimes, they feel even closer than that. They would sometimes take a glimpse of what was under each other's tails. Or feeling "strange" when they wrestle each other. Not fully understand what their body is going through as they mature. Mufasa is keeping that part of the circle of life from both of them. They wonder the Pridelands playfully. Up until Simba notices something from a distance. 3 hyenas, about his age. "Urgh, hyenas, in our territory? These guys are up to no good, I just know it." Simba said. "Yeah! They should know better not to mess around with lions. Let's show these lost losers the way out." Nala replied in a smirky tone. So they went down to rudely greet these 3 hyenas. Simba puffing his chest before letting out a weak childish roar. The hyena looked at Simba strangely, before they burst to laughter.

"Hahaha! Was that supposed to be intimidating? What a wimp!" One of the larger hyenas burst out laughing. Simba replied in a frustrating tone. "You guys better get out of here. This is our turf! You'd beat it if you know what's good for you! Hyena : "Oh yeah?! What are you dumb lions are going to do about it? There's 3 of us, and only 2 of you." Nala chimes in. threatening the cubs. "Yeah? You'll be sorry once I tell on you! Scar travels here all the time! And once he's here he's going to kick your butts!
The hyena gave them a smirk as they mentioned Scar. Not taking the threat seriously. "Scar hmmm? A lion, with a scar on his face? That Scar? I know him, he's a great guy. He's the only lion that actually cares about us. Why do you think we get to play here?!"
"What?! No way, you're lying. Scar is my uncle, he would never tolerate you here!" Simba replied in disbelief. Hyena: "What... you think I'm not telling the truth?! He's down at the elephant graveyard. You'll see!" Simba : "Elephant graveyard? But... We're not supposed to go there. It's off limits, I'll get in trouble!" Hyena : "Figures, you guys are total wimps. Run off to your rock and go back to mommy." The hyena said while the other chuckled.

Simba and Nala got a bit upset at these hyenas making fun of them. Looking at each other and silently nodding. "Fine, we'll go! But you have to take us there." Simba said. Hyena : "Okay! Let's go you wuss. Follow me."

Simba and Nala defying their parents' warning. Hoping to get in and out quickly before they get noticed missing. It is a good distance away from the Prideland. The scenery started to look gloomy. Dry bones, dead trees, sharp rocks. Even the air is colder out here. "Are we there yet? I don't see Scar anywhere." Nala said. "He usually hangs out inside the caves. Sometimes makes us bring his stupid babboon friend here to make stuff for him. That primate creeps me out." the hyena replied. As said, they lead them inside a mountain cave. Dim green light coming from volcanic vents. This place is giving both cubs a bad feeling. Something appeared unnatural here, as if dark magic stained this scenery. They bravely kept going further in. Other hyenas watch them disapprovingly. Their presence was stirring anger in their ranks. Cackling brawls and creepy laughter echo from deeper within the cave. Everything about this place felt sinister. They kept going deeper, until finally they reached a large throne like room. And to their surprise, discovered that the hyena cubs were not lying. There he is, laying with other hyenas as if he was part of their own.

"Uncle Scar?! What are you doing here?!" Simba speaks up. Surprise to see his uncle here of all places. Scar peek up in an instant. His expression went from surprise to annoyance as he noticed the 2 lion cubs. "Ughn.... It's you two again. Haven't my dumb brother told you to never visit this place?! You both are in big trouble!" Scar said in an aggressive tone. Simba responds. "Oh yeah?! What if I tell dad you're here with hyenas. What, have all the lionesses rejected you and so you have to resort to these low lives?!" Nala laughs at his response. Scar rolled his eyes. He stands up from the ground with a full erection producing from his hind legs. Out in the open for all to see. It’s above average size for a lion. It’s also glistening with saliva as one of the hyenas is left to lick her lips as Scar got up. Scar moved to the hyena cubs. Leading them to take a few steps away from the lion cubs to speak in privacy. Whispering in an angry tone.

"Why, did you LEAD them here? Do you know how bad this will make me look? How am I supposed to be king if my idiot nephew snitches on me to my idiot brother?! I need his trust and you're blowing my cover!" Scar said in an angry whisper. The hyena cub replied "I'm sorry Scar! They were going to tell on us and we didn't want to get into trouble! We weren't followed by anyone, I promise!" "You mean, nobody knows they are here? They haven't told anyone they are here, have they?" Scar asked.

The hyenas nod. Scar's expression goes from fumingly angry to relieved. He couldn't help himself to smirk an evil grin as he thought of an idea. "Well! In that case, all we need to do is not let them speak about this, ever."
Scar walks away from the hyenas cubs. Went to grab a coconut with some kind of strange liquid inside. "A little something Rafaki cooked up. I wanted to use this on your father but... since you're here..." Scar said to Simba as he brought the drink to his lips. Drinking down the potion with his raging hard on display. No signs of it going soft until he finally gets off. "Huh? What are you talking about uncle Scar?" Simba said in confusion as Scar sits back down near the harem of hyenas. Jestering the cubs to come closer and sit with him. As they do, Scar put a hand over their back. Bringing them even closer to him. His cock right in between the 2. Throbbing with his heartbeat. The potion is taking effect. Making him rock hard and ooze out precum down his barbed shaft. Simba didn't think much of it due to his innocence, but as for Nala, she got stiff and blush at the sight of it. She couldn't look away. She notices his powerful musk. Something she never noticed coming from Simba. It awakened something within her that she couldn't quite understand. She felt like this before when she played with Simba but right now, it felt intoxicating! She’s feeling arousal, but she didn't know any better due to the fact that everyone kept her and Simba ignorant of sex.

"Now you kids, I know the adults want to keep your innocence as long as they can, but you two are growing up! There's a few things that happen when cubs like you grow up. But don't worry, it's completely natural." Scar said as he started to rub their back to comfort them. Leaning them in toward his member. "It's okay, go ahead, you can touch it if you want." Scar said in a playful tone. Nala being hesitant, shy, timid. She could only watch as Simba reached out and gently grasped Scar's throbbing cock. "Wow! It's warm!" Simba said as he felt his uncle’s pride. "Yes, and it also feels good when you rub it. See?" Scar reaches between Simba's legs. Slowly rubbing the cub's small sheath. Nala is shocked to see Simba's shaft is slowly pushed out of his sheath. It is tiny compared to Scar's bigger cock. The hyenas cubs, chuckling at them, while the rest of the harem simply enjoys the show. "Urgn... it kinda feels good uncle Scar..." Simba said. Still rubbing his uncle's shaft. Nala looked between her legs. Seeing she has no cock, but rather a pussy. She rubs it in curiosity as she is drawn to it. Already feeling pleasure as she gets nice and wet. Scar grins, lowering his paws past Simba's balls. Starting to rub Simba's tight little tailhole in a circular fashion. "Hhmmmph...." Simba moaned. His hips jerked from side to side as he felt his uncle fingering him. Pumping his paw in and out of his ass like it was a lioness's pussy.
"Oh, you like that don't you Simba? I knew you would swing that way. I figured you'd at least show interest in lionesses by now. Look, Nala is right in front of you, spreading her legs and rubbing her pussy and all you notice is my big meaty cock and your ass being fingered. You're behaving like such a horny little lioness right now." Scar said teasingly. Simba is trying to keep up with the conversation. What Scar was doing to him made it difficult to think properly. Scar’s impressive finger fucking skills sent Simba in a arousal trance. Making him easily influenceable and manipulated. As if Scar’s paw is molding him, reshaping his will like clay. “Horny? Is this what I'm feeling? No I'm just... urghn... Uncle Scar..." Simba protested. He felt like Scar’s words were degrading and undermining him. As if he’s being talked down to. Feeling the strange arousing sensation that his uncle is inducing on him. Simba leans back. Spreading his legs and angling his hips like Nala. Letting his uncle finger his sensitive little tail hole. Surrendering to Scar’s skillful paws rubbing his prostate.

"Isn't it nice to obey and submit? Letting a bigger and stronger male take care of your needs?" Scar chimes in with the same degrading tone. Simba weakly replies as his body relaxes from the massage. "Yes... Urgh... Daddy.. oh... said I need to be strong to push the hyenas away. But... ughn... this feels nice too uncle Scar..." "Yes, that's it Simba... give in to that need. Now get up! Neal, face down, raise your tail!" Scar said in a dry, authoritative tone. Commanding Simba to present himself to him. He does just that. Waving his little ass looking back. Wondering what will happen next.

"Hey! W... What about me?! What do I do?!" Nala burst out. She feels ignored while these 2 had all the fun. Scar stands up. Replying to the needy lioness. "You sit and wait your turn. I have a little surprise for when I'm finished with this idiot. Watch what I'm about to do to naughty cubs who poke their heads where it doesn't belong."

Scar walks to Simba. Position himself on the smaller lion cub. Pushing his paw down to Simba's shoulder. Pinning him down. Thrusting a few times. His cock tip is actively looking for Simba's awaiting tailhole.

"Wait, I changed my mind. I think we should just go home and never tell anyone. Right Nala?" Simba said in a panic tone as he heard just what Scar said. Pinned down and unable to move. Feeling Scar's warm cock poking and rubbing his butt. Getting closer and closer to his tailhole until finally, the tip finds it. Thrusting, pushing his cock tip further in.

Simba yells out as Scar stretches out his nephew. He felt each of his barbs pushing in one by one. They are all grinding along Simba's sensitive inner walls. "Ughn... so tight..." Scar said, pushing in more and more. He’s trying hard to get his entire length in before the potion started showing signs of taking effect. Nala and the hyenas simply watch as the larger lion dominates the younger one. Chuckles could be heard coming from the hyena cubs still. Cracking jokes at Simba’s expense. He demonstrates just how frustrated and angry he is towards his little nephew. He thinks about just how infuriating Simba is when he brags about being the prince of the Prideland. How he’s going to be king. While he’s left out of the picture to be shun and pushed away like trash.
"SCAR!! ARGNH!!! STOP!! THAT'S TOO BIG!!" Simba pleaded. Scar didn't care, he kept pushing in further. More and more until finally Simba's ass reaches Scar's sheath. "There we go... This isn't so bad, right? I knew you could take it. Hehehe, now we wait...." Scar said teasingly as he remained still with his cock buried deep in Simba's ass. He felt his cock throb and pulse within him. A good sign for him, and a bad one for Simba. "Wait for what?!" Simba said. Feeling Scar's twitch and throb inside him. Funny enough, with each pulse of Scar’s dick, Simba’s ass hurts less and less as if the cub is adapting to his uncle’s hefty meat. Scar's cock now begins warming up. The potion starts to merge these 2 together. Scar’s dick is now fusing with the young cub's rear at the rate of his heart beat. Unknown to Simba of the reality he's facing. "Waiting to seal your fate, cock. You don't mind if I call you cock, dick, penis from now on, do you?" Scar said mockingly. Already refusing to even acknowledge Simba as a lion or a prince now. Just a sentient cock for him to use and fuck with. He feels more and more of his own cock dissolving in Simba, and reshaping his insides. A new sensation strikes them both. Tingles of penile pleasure are becoming noticeable, as nerves slowly creep inside. Being created as Simba's organs are beginning to slowly convert into cock flesh. "Ughn.... what?!.... What is this... I feel so weird...." Simba protested.

Feeling like enough time has passed. Scar gets up on all fours, bringing Simba along with him. Letting him hang from between his hind legs. Simba frontal paws on the ground. Trying to stay balanced while Scar teasingly makes him sway while he dangles.

"Hmmm, I can feel it too, cock. Your body is being pulled up between my legs. Riiiiight where you belong." Scar said in an excited tone. He is getting pretty pent up from this. He feels Simba’s weight is being supported by his sheath. Giving him an odd phantom limb sensation where his cock would be. But with each beat of his heart, that sensation was slowly fading away as progression was made. "Stop calling me cock! I'm not a dick! You can't do this!" Simba angrily shouted at him. "It's too late now. There's nothing you can do to prevent your fate, cock." Scar replied, undermining him still.

Nala watches both of them and wonders what the hell is happening. She couldn't see the changes happening between the 2 of them. She decided to walk up under Scar to speak with Simba. "Simba? Are you okay? What is he talking about?" Simba was grinding his teeth. The sensation coming from Scar’s cock was getting tense. He couldn’t feel his cock in his ass anymore, but he could feel a warm tingle from up under his tail where they are connected. Sending him shivers of pleasure down his spine whenever Scar made swing. "He's doing something to my body... urgn, it feels weird, tingly and prickling inside me. It's getting more overpowering by the minute. Make him stop!" Simba said, feeling Scar’s throbbing heartbeat clashing with his own as this mysterious tingling extends in his body.

Nala decided to tug Simba down from Scar's groin. Hugging Simba and repeatedly pulling down on him. Trying to withdraw him from Scar’s groin. Simba gasp. He felt his pelt dragging along Nala. It has gotten a bit looser than moments before. The little tickle sensation he felt before, now spreads from his ass to his whole body. More nerves being created, making Simba quite sensitive. And Scar notices it too. Letting the little lioness hug and tug on Simba as if he lets her stroke him off. Thrusting Simba back to her while he grunt. "Ughn... that's good, keep going..." Scar said to Nala in a soft welcoming tone. Scar felt more changes taking place. He felt his balls slowly losing mass. Sinking away into his body. Using them as raw material to further Simba's cockification process. Leaving some room for Simba to take place.

While Nala's body is pressed on Simba's. She is accidentally rubbing her muzzle onto his fur. Noticing a familiar scent coming from him. She presses her nose on Simba. Taking a deep sniff. Noticing a mixture of his natural scent and a firm, musky aroma coming off him. She knows what that smell is, she recognizes it from when she was sitting with Scar. She takes another deep breath…. And another... Sniffing Simba again, and again. Noticing that the musk is getting stronger as his skin continues to turn into cock flesh. Simba could tell her nose is pressed on him. He even felt the air being sucked in her nostrils. He could tell Nala is savoring his scent from just how sensitive his skin is becoming. Making him panic. Feeling betrayed as he is currently being used. "Stop! Nala stop! You're only making it worse! Urgn..." Simba protested. Nala snapping out of her horny daze. She gets off him and goes to talk to Scar.

"Let him go! Now!" Nala commanded Scar, but he isn’t taking her seriously at all. "Why should I? You were enjoying yourself back there, I can tell. You seem to have a lot of pent up sexual tension. It's only natural for females to crave a dominant male's seed. Don't deny yourself from such pleasures. It's part of the circle of life after all! "

Simba wiggles and kicks his hind legs up at Scar. Trying to push himself off. He kicks and he pushes. But he was stuck. Feeling himself getting pulled along Scar. There was no denying it, Scar was telling the truth, he was merged with his uncle. He was going to become his cock…

"Urghn.... No!... Urghn... my legs... they are getting weak... Hard to move...." Simba said. His legs becoming less mobile. Nala overheard Simba. She walks back down between Scar's hind legs to see what is happening. Simba's legs are just hanging down now. When he tried to move his legs, it felt like he was only able to slightly lift something from the inside. He looks back at his legs in fear. Feeling Scar's heartbeat pound his pulse down his lower half. Feeling Scar’s body shifting its attention to process the inside of Simba’s legs.

"I can feel him... I can feel him pumping something into me. My legs won't move... Nala you have to help me!" Simba beg. He was helpless against Scar’s body. Trying to fight his uncle’s invading aggression by helplessly continuing to attempt to flex his hind legs. Nala replied, "You can't move? They seem fine, I don't know what you mean. I... oh no....Simba..."

Nala finally notices something off about Simba's legs. As his transformation continues, his bones soften. And with Scar's movements, his legs swung in an unnatural fashion. Scar could feel the mass growing inside Simba's hind legs too. Bunching up his flesh. Getting heavier by the moment. Swaying the content inside them when he moves. He could even feel his developing testicles being lifted by Simba's frantic panicking as tries to 'kick' his 'legs'. Feeling his body pumping blood into them. Repurposing them for his benefits. "Urghn, this is such an odd sensation. Keep kicking, cock. It feels good when you squirm." Scar said to Simba in a spiteful fashion. Nala couldn't keep her eyes away from Simba's legs. His hind paws disappear, smoothing out as they are being pulled up Scar's crotch. Making his skin looser and losing definition. Nala watches in horror as she notices Simba’s legs rounding up. Taking the shape of orbs. She could now clearly see the testicle forming inside Simba legs. Seeing them move slightly inside them as they continue to grow. Taking all the raw bio material inside Simba's legs and compressing it down, repurposing it into heavy cum producing balls for Scar. Absorbing Simba's own small cub size cock along with it.

"Urghn.. Oh no... I... I can feel my legs pumping something back. It's doing something, I can feel them filling up. Oh fuck... I don't want to be a cock!!" Simba yelled out in a sobbing manner. "You don't have legs, cocks don't have legs, they have balls. Where it's only function is to fill itself full of cum to unload inside an eager lioness in heat and impregnating them. You'd know that if it wasn't for your stupid parents keeping you ignorant." Scar replied as bitter as always. Indeed, Simba was churning. Already producing cum for Scar to unload on the awaiting hyenas bitches. "And I'm going to make sure to keep you mass producing. These girls can't get enough of my potent fertile cum."

Another chuckle from the watching hyenas. Eager to taste what Simba is forced to produce. They all watch as Scar's sack finishes it’s transformation. Traveling up and shrinking down. Tucking itself up back between his hind legs and underneath his tailhole. Nuzzling itself nicely in it’s rightful place. Giving Scar a nice, hefty pair of cum producing testicles inside a yellow furry ball sack. Keeping Simba's fur color and clashing with Scar's darker brown. Standing out pridefully, flagging Scar’s masculinity with how generous their size is. Simba felt his new addition at work. A harmony of fluids being exchanged from Scar's body and his. He couldn't bring himself to stop Scar from using him. His testicals are forced to produce and get filled with his seed.

Nala watches it all happen from a close up perception underneath Scar. She couldn’t help but to slowly reach out. Groping, weighting them in her paws, feeling up his balls with curiosity and disbelief. "Ahh!! Don't touch them!! Nala!!" Simba yelp out. While they are distracted by Scar’s new manly bitch breeding balls, Simba's tail instinctively starts to move on it's own. Wrapping around his waist and around Scar’s sheath where they are connected. The tuft of his tail tip falling off. The tail is being unresponsive to Simba's command. It begins to fatten out and merge with Scar. Creeping up Simba's body. Sucking a part of Simba further in his new home. Shedding some of his golden yellow fur some of his body squeezed itself in. Reshaping his swallowed form to be soft and spongy inside. Simba looks down at his new warm sheath. Scar's heartbeat is pushing a tube coming from his balls while being played by Nala. Feeling an incredible wave of pleasure as it pushes itself into his sheath. Sending him shivers from such an exaggerated penile sensation. "Ahhh!!! Oh fuck!!" he helled. Attracting Nala's attention and noticing Simba's new sheath.

Scar decides to lay down on his back. Forcing Simba to rest on his chest. Spreading his legs open for Nala. Presenting Simba to her. Showing her just how much of Simba has already been taken. She was horrified, but... she was also fascinated! She felt a strange attraction, Simba's musk was so potent to her. Her best friend is turning into a cock, and all she could think about was the process, the smell, and wondering what he would taste like. She needed to know... So she walked over Scar, laying down by his crotch. She looked at Simba in the eyes. Simba is breathing heavily from the pleasure coming from his sheath. Ignoring Nala, gazing down at his own sheath. Wondering what is happening underneath.

"Does it hurt?" Nala asked, taking interest in her best friend’s transformation. Compulsively experiencing all types of emotions seeing him in such an abnormal state. Her morbid curiosity and her arousal is keeping her fascinated.

Simba, speaking between his breath. "*Huff* *huff* No... *Huff* It's just... Urghn... over...whelming. *huff* So... intense..." Scar smiled as he watched. He can feel the pleasure too. He can feel Simba's body becoming more and more penile. The only difference is, whatever Scar felt, Simba felt it 10 times over! Simba's increasingly sensitive body is showing no signs of stopping. Making him try to avoid being touched or move at all to prevent further changes. "Cocks don't lie. He loves it! You tell by how stiff he’s getting. I know he loves it because I love it!" Scar said to the cubs. Nala, looking back at the sheath. Putting her paws on it, pleasuring Simba and making him moan in protest.

She pulls back the furry sheath, revealing the pink, veiny cock flesh underneath. Creating a wet, slimy sound as she does. Glistening with moist musky cock fluid secreting from his pores. Simba whimpers seeing the damage that has been made. Simba's growing urethra is now known to Nala. It’s bumping out from his cylindrical base body. She even notices it slowly pushing itself upwards in Simba's body as it pulses with Scar’s heartbeat.

She couldn't help herself. She couldn't think straight. Having her never knowing how to deal with sexual tension, she never practices self control. She leaned in and gave the sensitive cock flesh a nice long lick. Dragging her kitty tongue along him to taste and feel the shape of Simba’s new cock body. Scar growed in a pleasant delight. Enjoying Nala’s licks and kisses. But as for Simba, he shivers intensively over the mind numbing sensation. She didn't just like the taste, she loved it! Losing herself to her own needs. Licking over and over. Rubbing off Simba's fur as she kept licking the end of the building urethra. Encouraging it to push further along Simba with the help of her tongue. With her ass facing Scar, he figured to reward Nala for her actions. He reaches out. Using his well skilled paws to fingered her pussy while she licked him up. Speeding up Simba's cockification process.

Simba received wave after wave of extreme pleasure with each lick. Forcing him to notice just how much of a cock his body is starting to become. His fur was sheathing away with each lick. Reveailing veiny and moist pink cock flesh underneath. Not only that, but he felt the drag of Nala's tongue covering more portions of him. Noticing himself starting to slide down Scar's chest as he loses mass. His paws, too weak to push Nala away. They were getting heavy. They flop to his chest. Unable to move his paws. Scar watches in delight as Simba's limbs recede to his body. Making him more cylindrical, more thrust-able. Simba felt the urethra passing up his chest. Moving up to his neck. Feeling a sudden gush of salty fluid invading his taste buds as it connects to the back of his throat. His balls, working to spew up pre-cum to lubricate itself. Making Simba cough up pre-cum on himself. Lubing up like a proper cock.

"Nala... Nala!..." Simba weakly spoke in a wet raspy voice as his vocal cords were being converted. Gurgling on precum trying to make her stop. He felt his body getting stiffer and stiffer. He now had Scar's blood flow freely within him, veins throbbing in a powerful rhythm. Making Scar’s heart pump him stiff, taking more control over Simba. His body is now so rigid and with the fact that he was increasingly shrinking. He’s forced to lean, being lifted off his uncle's stomach. Forcing his head to look up as Scar's grinning face. His sheath is now able to support him. Forcing him to twitch, throb and pulsate upwards   like a proper erection. Nala licking at the base of the cock. Worked her way up kissing and licking. Easily removing all the fur from his cock flesh on his midsection with ease. Tasting the fresh potent slimy musk that is trapped underneath his golden fur. As she reached Simba's neck, she felt little nubs starting to sprout where his mane would have been. Simba could only moan in intense pleasure as he felt barbs flaring out around his neck and further down his body. Pushing out to be greeted by Nala's kisses. Sucking on each feline penile spine, pridefully sticking out for her to explore. Simba tries to speak again, begging Nala to stop. But only manages to weakly wail pathetically. "Nala...sptl.... Stoooplt... fpltl.... fplst...." He said as he lost his vocal cord from the fact that his neck has been fully converted by his new urethra. Pre-cum flow freely out of his mouth. Making sound all wet and gushing. His wet penis sounding splurchs harmonized with Nala's sucking and kissing. Making it the only sound Simba can now produce from here on out.

Nala was now much larger than Simba. He has shrunk down into a properly meaty, large size cock. Scar and Simba felt Nala reach around to playfully grabbing and playing with his testicles. Encouraging them to pump it's content into her greedy mouth. She wraps her lips over Simba's muzzle. Sucking it down and inserting Simba's head into her maw. Starting to bob her head back and forth. Shoving more of that thick cock down her maw. Simba was forced to shut his eyes for the last time. Unable to open them as his final changes settle in. He felt more peniles barbs sprouting on his face and muzzle. Cock flesh reveals itself from his face as his fur is being sucked away. Feeling his head softening up. As much as he hated to admit it, it felt amazingly gratifying. His mind was overwhelmed by such penile pleasures. His ears beggins to flatten out. The last thing he could hear is his penile gushing and Nala shlurping and sucking. All that could "hear" now is the vibration of the world around him. Scar's pulsing heartbeat flowing blood into him and Nala's slurping him down, purring while doing so. His sense of smell vanishes as his muzzle extends outwards. His mouth forces open as it shifts into a proper slit. His teeth and tongue vanished along with his skull. He could still taste the pre-cum flowing into him. In fact, his "taste buds" expanded all along his urethra. Making him more aware of his musky taste. That, and also the fact that he lost some of his senses made him concentrate on his sense of touch. His mind was having trouble cooperating with his enhanced remaining senses. Making him unable to think properly as Nala used him as the cock he is.  

Nala is showing no sign of stopping. She felt Simba's head changing but she was far too gone in her pent up arousal to push herself away. Scar, feeling the changes too. Smile and moan as the little lioness cub pleases him. He can tell she was really enjoying herself by the way her pussy was gushing fem lube from his fingering. He started to thrust back to Nala's head bob. Face fucking the eager cub. "Urghn... Keep going, I'm close!" Scar moaned. And with a few more thrust. Simba felt his balls tense up. Forcing Simba testicles to rush cum up his sheath, through his body and out into Nala's maw. A powerful jet of semen shoots out abruptly! Hitting Nala at the back of her throat as if Simba's new body gave a good attempt to impregnate her maw. "UGHN!!!!" Scar groaned. Feeling such a powerful orgam. But as for Simba, it was so intense, so extreme. His whole form is in ecstasy as he was forcefully put to use. Nala gagged and pulled away after the first few spurs. Pulling out and watching the now fully cock Simba throb and cum in the air. Hitting himself, Scar and giving Nala a nice facial.

"Ughn, well done Nala! That felt amazing." Scar said after a deep sigh of relief. Nala takes a moment to take her breath. Realizing what she’s done. Looking at the cock that was once Simba, glisen with her saliva. A string of cum connected from it’s tip to her chin. Scar gets up, Nala watches his golden fur cock sway and drool onto the ground. Walking over to some heyna girls for some more attention. "But... what about Simba?! Is he really... your penis now? When will he change back?!" Scar chuckles at her stupid question. "Change him back?! Oh, no he's never going to change back. But don't worry about him. You saw how much pleasure you gave him. We're doing him a favor. He's going to love being my dick." Nale angrily replies to Scar, but eventually her anger melted to shame. "We're?! I didn't do anything!... I mean, I didn't mean to..." Scar smiles with a reassuring tone. Wanting to gain Nala’s trust by comforting her. "Now Nala, what you just did is completely natural for a girl your age. It's part of growing up. You can visit Simba anytime you feel this way again. I'm sure he will appreciate your company. Now! If you'll excuse me..."

Scar then proceeds to mount one of the hyena bitches wanting to get fucked. Nala watches as Simba gets shoved inside her pussy. Thrusting with force at a steady pace. The cave echoes with her rear end pounded by Scar's inner thighs. Making the poor hyena brace for impact for each thrust he pounds her with. Scar looked like he was angry fucking her. Agressively fucking her as if she's getting punished. But that's not the case, It's Simba that he wanted to punish. Taking out his frustration on him. Scar was just using this poor hyena slut as a cumdump. Forcing Simba another mind shattering orgasm. Filling her womb with Simba's essence before unmounting her, and jumping onto the next awaiting pussy. Breeding her just as hard as the last one. Nala was stunned by such displays of raw sexual energy Scar muster out of Simba. He kept going on and on. All of them moaning out like sluts in heat. The sheer expression of pure pleasure they all possess while they are getting filled is envious to Nala. One by one, they collapse in an afterglow of pure ecstacy. This went on for a while, until finally, Scar collapsed from exhaustion. As for Simba, the immense amount of pleasure forced onto him overwhelmed his psyche. Each orgasm that Scar forced out of him would push him over the edge. Making his mind just a bit more dull, simple, less active with each time he cums.. His lion mind couldn't take such powerful penile impacts. And there was nothing he could do to prevent Scar from using him. He could still feel his balls producing more cum for him to spew out. His own body working against him. While he laid there softing down, he thought about home. Thought about what life as a cock is going to be like. If he'll ever turn back to normal. Remembering what Scar said to him earlier about being submissive and giving into pleasure. Maybe this was meant to be... Maybe he was meant to just, submit and bask in the pleasure. It’s not like he has any other choice now...

Scar notices Nala and the hyena cubs just standing there in awe from such a performance. He got annoyed at them staring at him. "You three! Take this lioness back to the PrideLand. And make sure not to be seen. We don't want to be in trouble, now do we?..." Scar commanded the 3 hyena cubs from earlier. Looking at Nala with an intimidating gaze. Letting her know that she's welcome to visit the elephant graveyard anytime, but to also keep this a secret from all the other lions back home. They all nod in agreement. She couldn't help to notice Simba, softening up. Slowly slipping back between Scar's legs. Retreating into his sheath, its new home.

Nala went back to the Priderock. Splitting ways from the hyenas. She couldn't bring herself to tell Mufasa what happened to Simba. Eventually they noticed him missing. They searched and searched, but no traces of him anywhere. Nala would notice Scar walk around with his golden yellow sheath and balls. Hanging there as if to taunt her. She did miss Simba, and even though he's not a lion anymore, she did get to play with him once in a while no one was looking. Scar loved to face fuck the horny lioness cub. Nala also noticed the scent of other lionesses around his crotch. She could tell Scar was using Simba to mate and breed many other lionesses frequently. Which frustrated her because she wanted to get breed too, like a proper lioness. But Scar insisted to wait. Telling her about how he will impregnate her over and over again as queen one day.

As the weeks pass by. Nala could see Scar's golden genitals, not so golden as time flows. His natural color was taking over Simba's. Simba's mind was slipping away from all the abuse his uncle put him through. He was actually looking forward to being used, to fuck and cum. He was thinking like a cock would. Getting excited and eager whenever he gets pushed out of his sheath. Wanting to get rubbed and tucked in somewhere nice and warm. By the time Scar has gone through to take over the Priderock and make himself king. Simba was totally gone. Scar's penis now his natural color. Too many orgasms corrupted his psyche and drained his essence. His mind became so simple he could barely think. Not that he needed to anyway. He was a cock after all. Nothing left of him to do but throb, piss and cum. And with Scar now as king, he made sure to choose Simba's love interest as queen. Another personal victory for him to pride over. She begged for his cubs. And once she did, she was thankful and became a loving mother. Scar was King and nobody was going to question it.