“Alright, that’s good for today.” The shoot was wrapped up and the crews were all breathing a sigh of relief from another day of process achieved. As they began to spread out and leave the studio, Max was taking a moment to stretch and groan. He noticed a few looking at him and understood why. Usually when he stretches his shirt would lift up, just enough to reveal his abs. The 19 year old buck-toothed canine gave them a wink and they visibly blushed. They were newer crew members, still getting the hang of things on a working set. Sometimes they would get distracted, especially during scenes where Max had his shirt off or when he was acting out a workout. The actor was flattered that they found him attractive and he sometimes admired the sights of them as well, namely when bending down to pick something up. 

He would have asked one of them out, but there were already scheduled plans for the day. 

Seeing the time, Max decided to get a move on. He was polite when making his way through the studio, moving past various staff members. When reaching the wardrobe, he got out of the clothes meant for the show and changed into something a lot more casual and suitable for his next destination. When stepping out he was in a tank top and shorts. This again put some eyes on him but Max didn’t linger, knowing he would get an earful if he kept his friend waiting. 

When heading out for the nearby gym, Max passed by other well known stars. He was polite when greeting them, still being in a rush to leave the studio. Those who knew Max understood and chuckled in knowing that he was rushing to be on time. The canine was grateful for those who stepped aside, letting him speed walk by towards the front doors. When outside, Max breathed a sigh of relief to be out of the semi-crowded building. Of course being an actor was a dream that many aspired to achieve, and Max took his position seriously, but after a long shoot he was especially glad to get out and do more ordinary things. 

He walked down the sidewalk towards the gym. Living in the same area as many other celebrities spared him a large crowd rushing in from all sides. But there were still fans that approached and admired him. The canine took time to thank them and sign whatever they had in hand. In time he was in front of the gym and he breathed another sigh of relief. There were certain rules in the gym, one of the biggest was the rule against crowding around the inhabitants, no matter how famous they were. 

The gym itself was a large and pretty advanced facility, having many areas and forms of exercise available. And it being so close to the studio meant there were more than a few stars like him that were getting their own workout in. He spotted some well established stars from the older eras as well as the newer ones. It was one of many places for them to come together but more specifically, for them to get a good workout in. Speaking of which, Max all but raced into the locker room. He hoped getting into proper gym clothes would shave off some time but his friend was still there before him with the usual look on his face. 

“I know, I know... I’m late,” Max chuckled, setting down his gym bag. “But only by five minutes this time. That’s better than usual, right?” 

Rolling his eyes and smiling was Kit Cloudkicker. Like Max, he had grown up as well. He was much taller now and had a fit build as well, evident by the abs that showed through the lighter fur of his stomach. The bear took on more solo roles these days, taking on roles that were similar yet different from his youth career. Even through the years he still wore his cap, being a special memento and a reminder to himself and the fans of his first appearances on screen. 

The two had already been friends, being about the same age and starting their acting careers in close proximity to each other. They bonded a lot off-set and remained close throughout the years. Despite his more carefree portrayal on screen, Kit was always the more sensible one. He always showed up first when they set out to go somewhere. At this point it had become a joke between the two of them. No matter what, something always held Max up. Even if it was by just one minute, the canine could never show up on time for something they scheduled together. 

Being very used to it, the bear just gave him some light teasing. To Max’s credit, him getting dressed in the studio did give him the advantage. Kit was still getting dressed, shedding his usual clothes for something more suitable. Max stood by and admired the sight of his friend standing in nothing more than a jockstrap. It was pretty snug and left little to the imagination. When their eyes met, the two shared a knowing smirk. Not only had their careers changed but their relationship evolved somewhat. There were now added benefits with nothing more attached. In addition to just hanging out and teasing each other like most young men did, there was an added element of them fooling around on a fairly regular basis.

Being at the gym, seeing each other in clothes that highlighted each other’s forms and features, really did much for the both of them. It was almost guaranteed that they would be all over each other when their workouts were finished. Sometimes they couldn’t wait to get home, finding a more empty spot in the large locker room to have sex. Still admiring the bear’s body, Max was a bit sad to see the jock and abs covered with shorts and a white shirt but he knew that soon enough he would be seeing Kit in all of his glory...

When having their things put away, the pair made their way for the usual spots. One of the smaller weight rooms where they were less likely to be disturbed. Max already felt excitement when walking behind the bear. Usually there were a few others in the room but today it was completely empty. That suited the pair just fine and they went their separate ways for the time being, attending to their own forms of exercise. Though they kept their bodies in shape, the canine and bear had different focuses when it came to their physique. 

Kit and Max were really getting into it, using the machines to push themselves. They worked their muscles, grunting and sweating as they felt the slight burn of exertion. Every so often they would steal glances at each other, smirking and winking. Gazing upon his friend’s now sweaty body, Kit couldn’t help but feel a bit aroused. His uncut shaft was starting to stir in his jock. He shifted a bit and put more focus into his routine, wanting to use the time in the gym to its full advantage. There would be plenty of fun to be had afterwards...

Max was in a similar state, watching the bear work on his already toned figure. Kit’s grunts made his own ears flick and he felt himself getting a bit hot when seeing the shirt becoming a bit soaked with the ursine’s sweat. He felt himself getting hard and blushed a bit when hearing the bear snicker. Snickering himself, Max focused on his workout as well. He would show what he was really made of when the time called for it. 

Midway through their regimens, the pair were alerted to the presence of another. They both paused and looked to see a lion walking in. He was tall and very muscular, outdoing both of the actors. His fur was golden and the lighter cream colors of his neck, chest, stomach, and abs could be seen thanks to him coming in without a shirt. Both Max and Kit stopped, having their eyes glued to the newcomer. He was a sexy male, having a full brown mane and tight fitting shorts worn generally showed off his bulge, being something that promised something quite prominent. 

“Wow. Not many in here,” the lion spoke, having a smooth and welcoming voice. 

“Yeah, it’s usually pretty empty but today we got really lucky,” Max said. He stood up and introduced himself and Kit. 

The lion nodded and was glad to make their acquaintance. He introduced himself as Lionel. Though he was a stranger to the pair of actors, the lion knew who the canine and bear were. He saw them on TV often, being a fan of both. Not only did consider them very good at acting, but like many, Lionel also found the both of them attractive. Even though he stood taller and was clearly stronger than the other males, the lion felt a bit nervous while in the presence of Max and Kit. 

Lionel managed to find his own place on a weight bench and was soon lifting his usual amount of weight, pumping it up and down while grunting and taking deep breaths. He was outdoing the other males and they took notice of this. Kit and Max would both pause often to watch the lion getting his reps in. They were impressed with his strength and him being shirtless allowed them to see his muscles flexing and rippling through his fur. 

Lionel did notice this and felt himself getting excited. Knowing that the idols took interest in him was thrilling in itself and he decided to give them plenty to gawk at. Putting more effort into his own weight lifting, Lionel’s grunts were growing deeper in tone as he pumped the iron up and down with more intensity. He was sweating from his efforts along with the others and their combined efforts filled the room with the clanks of the various machines, their sounds of effort, and the smell of their sweaty bodies providing a fragrance that all three of them found appealing.

In time Max and Kit finished their own workouts, rising up from their machines. They stretched and groaned from the lingering burn and tingle of their own muscles. Their combined attention was on Lionel, still having to get his last few reps in. 

“Need some help?” Kit asked, standing alongside the weight bench. Max was on the other side, watching the lion work out with full enthusiasm. 

“I would appreciate it,” Lionel said in response. He wasn’t handling too much weight and could manage on his own but the extra help was always appreciated. From either side, the still panting and sweating teens were standing by, ready to assist with the weight if Lionel needed it. The lion was grateful and got through the rest. Max and Kit helped ease the weights back onto the rack, and Lionel sighed. He rose and sat up on the weight bench, taking a moment to feel the ache of his muscles ease away. 

He thanked the two of them for the help and that their eyes were trained on him. Max and Kit were clearly admiring his body, gazing upon his shirtless chest that glistened with sweat and the muscles that outdid their own. They were no doubt entranced with the newcomer and Lionel felt the same towards them. Them being closer allowed him to admire their bodies in the same way. For their age, the two of them had impressive figures that he found sexy and them being so close he could smell the results of their workouts. 

“You’re really strong looking...” Max admitted, now having a good look at the other male. 

“Heh. I work out a lot to keep myself fit,” Lionel said, with a flattered smile. “Want to feel them?” He offered them the opportunity to touch his arms and chest. Kit was the first to take the lion up on the offer, running one of his hands along the feline’s arm. Max followed suit, placing his own hand on the lion’s other arm. They started out feeling Lionel’s thick arms, both marveling as the lion began to flex against their touch. 

“Man, you’re hard as a rock,” Max said, moving up the shoulder and downwards again to feel the chest. Kit was doing the same and they were rubbing the thick pecs together, feeling their hands getting a bit damp with the bigger male’s sweat. A few rumbling sounds came from the bulky feline, responding to their touch. It was gradual, but their simple feeling around were starting to bring the lion pleasure, especially when they were brushing their fingers over his nipples. 

As they admired his bulky body, the pair of teens were moving in closer. Max was the first to get on his knees, bringing his other hand to join the first in massaging Lionel’s pecs. He traced his hands along the thickest part of the lion’s arm again, asking if he could flex again. Doing what was asked of him, Lionel saw the excited reaction that came from Max, feeling the muscles bulge and harden under his touch. Kit was getting in as well, having his focus on Lionel’s chest. His hands were sweeping over both pecs groping and squeezing them, feeling the mix of softness and bulky against his palms. It was making him shiver with excitement and he leaned in closer while deliberately going for the nipples, flicking his thumbs against the meaty nubs. This got more of a reaction out of the feline and Kit smirked, putting more effort into it. His thumbs traced along the areola a few times before more flicks were given to the nub. 

This time Kit pressed down with more pressure, rubbing them directly with the pads of his thumbs. Rubbing back and forth he could feel them tensing and hardening from his touch. Lionel’s low hums were getting even deeper, making it clear that he was enjoying himself and getting excited as well. This could be seen by the lion’s bulge being even bigger than before, still expanding as from Kit’s continued actions. 

Max was still admiring the thick arm, easing towards the chest. Lionel responded by lifting his arm to give the canine easier access to his side but as his arm raised there was something else that caught Max’s attention. His sensitive nose began twitching, catching onto the feline’s earthy musk. Following his nose, the other teen set his sights on the feline’s sweaty underarm. The room they were in already smelled of them somewhat but the scent coming from Lionel’s pit was nothing short of pure. 

Lionel jumped a bit when feeling Max’s muzzle slipped under his arm. Things were moving a bit quickly but everyone was enjoying themselves. Kit’s continued teasing of his chest got Lionel hard and his shorts strained to contain his fully hard cock. Though they noticed, the two were still caught up with other parts of the other gym-goer’s body. Kit began to lean in, wanting to take things a bit further in the same way that Max was. 

He pressed his mouth to the nipple closest to his mouth, already treating it to soft touches and traces with the tip of his tongue. At the same time, the other was given more stimulation with his fingers and thumb. Being on Lionel’s right side while Max was on the left, the two of them began to work their mouths on the stronger male’s body, getting their own forms of excitement from the endeavor. 

Kit was treated to the taste of sweat, getting more of it as his tongue’s actions became more pronounced. He started out with light contact but he put more pressure down, sweeping the wet muscle over the hard nub. Lionel reacted immediately and Kit felt emboldened to continue, brushing the smooth texture of his taste buds over it repeatedly. In return the flavor of Lionel’s sweat was more defined, something a bit stronger than what he or Max could produce and in turn it was appealing. Though the bear was the more sensible, Kit had a kinky streak in him and was always eager when the time called for it. He expected to be doing this with Max but had no qualms with performing on someone else, especially when they provided so much that he enjoyed. 

At the same time, Max kept himself pressed close to Lionel’s side. His face was pressed deep into the warmth and dampness of the buff lion’s armpit. From the very second in there, Max instantly became taken with the potent musk of a strong male. Moaning against the pit, he pushed his face even closer into the sweat-laden hairs, and took in a deep and long sniff. 

A deep shiver and long winded moan came from the canine, reacting to the high that came from inhaling the musk directly. He felt his head already spinning and his mouth watering from the scent of a hard workout. Max continued to huff on the lion’s scent, finding it more intoxicating with every inhale. Pressing himself even closer, the dog nuzzled against the pit hairs, smearing the sweat onto his own nose and muzzle. After taking in lungfuls of the enticing smell, Max moved on to employ his tongue as well, daring to slowly lap it along the pit’s curvature, getting a taste of it along with continued sniffs. 

Kit was going further with his own actions, going from simply licking and tracing along the nipple, he formed his lips to form a seal around it. Lionel groaned as he felt the warmth of the bear’s saliva, joined with the steady swipes of the tongue licking over his nipple with more passion. The bear dragged the entirety of the wet thing over it, receiving the strong state of sweat that he loved as well. And he was also treated to the scent of Lionel’s musk. It wasn’t as strong as what came from his pits, but the smell clinging to the lion’s chest was more than enough to rile him up. While using his mouth with more finesse, he was working his hand on the other nipple, giving it just as much pleasure through other means, flicking harder and even twisting it between his fingers. 

At this point all three of them were all fully erect and ready for more. Kit and Max had gotten their fill on sniffing and licking Lionel’s body, pulling away from their respective activities at about the same time. That’s when they really gazed upon Lionel’s covered erection. They had given it some quick looks but were too preoccupied with other things at the moment. Now that they were taking a better look, Max and Kit could see that Lionel was certainly packing and they were itching to see it unobstructed. 

“May we?” Kit asked. Lionel nodded and let the two of them have at it. Working together on this, the actors were taking hold of either end of the lion’s shorts. Pulling down at the same time, they were surprised to see that there were no underwear underneath. As soon as the shorts were down past a certain point, his cock came springing free. The pair audibly gasped and looked on with wide eyes at the apex predator’s maleness. It was huge: looking nearly long, incredibly thick, and uncut. The tip was already wet precum that was still flowing from the tip, no longer being soaked up by his shorts. 

“Damn, look at that!” Max proclaimed, feeling his own shaft throb hard. 

“Care to join me?” Lionel asked them, referring to their own erections that remained covered by their shorts. 

This was usually saved for the locker room but they were all alone in the room and they had already done so much up to this point. Being unable to deny their own feelings and desires, the two of them were taking off their clothes as well. Matching Lionel, they shed the garments covering their tops and bottoms, leaving themselves just as nude. Now it was Lionel’s turn to see them in all their glory. Kit had just over 5 inches on him and his foreskin was noticeably lengthy, covering his tip completely while it was fully erect. When seeing Max, Lionel was caught off guard for a moment. The black furred dog was sporting something nearly as big as Lionel himself in terms of length. Though not nearly as thick, the length of the teen’s cock was certainly more than most, especially those of his age. 

They were all drawn to each other, liking what the other had for their own various reasons. Knowing each other both in and out, Kit and Max were willing to wait for their own fun together. For now, their focus was equally on Lionel. Their mouths were watering and getting on their knees on either side brought them even closer to the lion’s massive meat. It looked even bigger and from a short distance they could see the sweat that dotted the thick foreskin and smell the crotch musk that was even more inviting than the armpit’s pheromones.

Working together, Max and Kit placed their hands upon Lionel’s cock, hearing him groan and feeling the hefty, sweaty flesh throb against their palms. Max worked the upper half and tip while Kit gave his attention to the latter half and the base. Getting in sync, they began to pump back and forth, tugging the skin in time with their back and forth motions. While doing this they would give extra stimulation to the respective areas they had access to. 

Max would give the tip some squeezes when the foreskin fully enveloped it, causing Lionel to jump and moan with more intensity. Even when the skin was tugged back, Max had another hand to further tease the tip. He could trace around with his fingers or rub his entire palm against the thick cockhead. Precum was already dripping out and wetting his hand, making it easy for him to rub and further tease without issue. 

Though Kit had plenty to work with as well and knew just how to handle longer cocks thanks to his experience with Max. He gave plenty of attention to the latter half, pumping in time with Max’s tugs. When the skin slackened the bear would give the base some firm squeezes that made Lionel’s shaft throb extra hard. As Max had the sensitive tip to stimulate, Kit also had something  that gave him a comparable edge. His free hand was left to cradle and caress the lion’s plump and heavy ballsack. The fur was slightly damp with sweat and there was a thrill in feeling the orbs churn against his touch. It was thanks to his stimulation that there was plenty of precum to wet Max’s free hand with. 


Each giving their own forms of pleasure that complimented the other, Lionel was soon trembling and groaning into the weight room. It felt so good and flashes of more intense pleasure came with each tease to his cocktip or extra tender stroke to his balls. These two knew just what they were doing and the lion was being treated to their combined efforts. 

They kept it up until they felt the shaft pulsing harder than before. The feeling and the deeper grunts coming from Lionel were clear signs that he was getting close and they wanted to finish strong but on equal footing. 

“Having fun?” Kit asked playfully. 

“You two are amazing...” Lionel huffed, gripping the sides of the weight bench. “I don’t think I can last much longer...” 

The teens chuckled as they continued kneeling on either side of their new friend. Picking up where they left off, their hands were on the lion’s cock. Together they slid the foreskin back and forth, but the focus was really on the tip and the next few inches that followed it. Their mouths worked on either side of Lionel’s cock; tracing and dragging their tongues along the left and right side. They  started near the center and moved along in time with their stroking. The real fun came when reaching the tip. 

Max and Kit gave all they had when reaching that point, their mouths sucked and licked on the tip with full passion. Their tongues were also tracing and curling along the cocktip. They were so into that sometimes the wet muscles made contact with each other. That didn’t stop them and they came in even closer to the point that they were practically kissing, save for the bulbous tip in between their muzzles. 

“Oooaah...” Lionel moaned, throwing his head back from the onslaught of pleasure that came from Max and Kit. They were doing all they could to milk his cock. Stroking his balls with one hand, jerking his cock with the other, and lavishing the most sensitive area with combined licks and sucks. He endured as much as he could but felt his climax approaching fast. With more of each sensation: his balls being played with, cock stroked at an even faster pace, and their muzzles all but closing around his tip while they continued kissing, Lionel was pushed over the edge, throwing his head back and roaring out as he finally came. 

Still having their mouths close together when that time came, feeling the lion’s balls draw up and the shaft itself swelling from the huge load that was traveling through it. When the first gush of seed first spurt out, it blasted in between the bear and dog’s muzzles. A good amount of it seeped out between their lips, running down their chins but most of the seed was shared in between the two of them. They moaned together and began to drink down the seed that filled their mouths. As more spurts of lion cum were given to them, Max and Kit basked in the warmth, thickness, and flavor that came with it. In between the steady gushes they continued to grind their tongues together, now aiming to actually kiss while sharing the lion’s ejaculate. While doing that they were still stimulating the fat cock and milking out as much as they could together. 

When it finally came to an end, Lionel was left groaning in satisfaction. Not only had he cum hard but their steady milking had coaxed a lot out of him, leaking the feline very satisfied. Max and Kit still gripped and licked his cock, now aiming to clean away the seed as they felt it softening against their touches. When it was cleaned up they finally released his cock and let it flop against the drained yet still plump balls. 

“Wow... The two of you nearly milked me dry...” Lionel took a moment to catch his breath before rising up from the weight bench. Now he was getting on his knees while encouraging the two of them to come in close. Max and Kit were standing at this point and approaching the kneeling lion with their fully erect cocks. 

When being close enough, the lion reached out with his large and warm hands, taking hold of their cocks. He got a good hold on them and began to stroke their shafts. The moans of both Kit and Max were finally being heard as they responded to the pleasure. Lionel was able to get a good feel for the both of them. While Max’s length was very much enjoyed, he also appreciated the girth that Kit had along with his extra lengthy foreskin that was fun to tug on and rub between his fingers. 

He urged the two of them even closer and when getting them to approach, Lionel simply leaned his head forwards, first taking Kit’s shaft all the way down to the base. He did it with ease and wasted no time sucking on the bear’s cock, lapping along the sides and underside with his broad tongue. His hand was working on the balls in the meantime, still giving pleasure to the moaning ursine. At the same time he was pumping Max’s shaft, keeping him hard and stimulated in the meantime. 

Changing positions, Lionel was soon taking Max’s shaft into his mouth while returning his hand to Kit’s now wet length. The length was caressed by the lion’s maw and the pleasure only grew stronger as Lionel smoothly sunk every inch inside. It slid further down into his throat and the lion managed that without issue as well. Smoothly, the feline bobbed his head back and forth while giving the same touches and rubs to his balls that had been given to Kit beforehand. 

Going back and forth between the two of them, Lionel gave plenty of sucks and licks to the actors’ cocks. He enjoyed their moans and hummed as he tasted their precum that had different hints between them. Keeping this up with the strokes to their balls, he felt the both of them getting close. Wanting to finish strong like they had, Lionel wrapped both arms around each teen and pulled them even closer to himself while opening his maw wider. 

Kit and Max cried out as their cocks fit inside of Lionel’s mouth. They were pressed close to each other while being licked and sucked. The lion was giving all that they had to his idols and sought to receive their loads at the same time. He put in more effort and for this Max and Kit groaned deeply as they began shooting their combined loads into Lionel’s mouth, directly feeding him steady ropes of their cum. 

When they came down from their highs, they were treated to further licks from the lion’s tongue that cleaned away the mess, letting their shafts flop free. They both sighed and now all three of them were left immensely satisfied. 

“Whew. I think it’s about time we hit the showers. What do you say, boys?” Lionel asked. They agreed but to their surprise, Lionel continued to hold onto them. He rose to his feet and lifted them up as well without issue. The teens exclaimed in excitement, being carried off for the locker room by the large and strong lion.