It was the end of a long day for the Lion Guard. They spent most of the day going back and forth, trying to round up a total mess. They not only did they have hyenas to chase out of the Pride Lands, but those same hyenas came up with the clever plan to stir up the zebras, creating a stampede that also worked as a diversion. It would have worked, if not for Ono spotting the group of Outlanders trying to make their move not very far away. 

Needless to say, everyone was very tired come nightfall. Well, everyone except for Bunga, who found their foiling of Janja’s latest plan a source of excitement. Even as the others were settling down and curling up to see within the Lion Guard’s den, the honey badger remained wide awake. At the very least he had enough sense to not disturb them while getting their rest, Fuli especially. Practically alone, Bunga was watching all of them sleep, going back and forth between them. 

Everything seemed no different from the other times he found it hard to fall asleep. That’s how it was at first but there was something new this time. Not coming from Kion, Fuli, nor Ono, but from Beshte. He was closest to the hippo and that made it all the easier for him to notice the movements and murrs made in his sleep. Of course this piqued the young badger’s curiosity. As carefully and quietly as he could, Bunga inched closer to Beshte, now certain that it was coming from the ‘Bigger B.’

Unknown to Bunga or anyone else in the den, Beshte was having quite the dream. He was getting older now and that meant that new things were going to start happening to him. At least that's the way his dad explained it. The first assumption was getting even bigger than he was now. It was both exciting and worrying, being bigger would mean even more strength, but a trade off would be him knocking into things or maybe even hurting someone by accident, the chance of that increasing. But Beshte was assured he would adjust to his size, it being a gradual increase. 

What hadn’t occurred to him until very recently was the stirring in his loins. He was always aware of his package, being a sheathed length and plump balls that swung when he walked. But they had gotten a bit bigger than before. And there was a weird feeling that came when he accidentally rubbed them against something, namely something smooth or soft. Tingles that raced through him, radiating from between his hindlegs. 

Doing that enough brought something else. It would ease out from his sheath, hard and pulsing. Usually, he would do his best to hide it until it eased back from view. But it was happening more often, often when he woke up, feeling it pulse against smooth stone or tickling grass. Other times it would just happen, much to his dismay and embarrassment. Beshte figured this is what his dad was actually referring to, but he was too embarrassed to consult the older hippo. 

At the moment, he was having a strange dream. There was this other hippo that he saw earlier at the watering hole and Beshte had taken notice of their body, being keen on admiring it for some reason. The other turned around to talk to someone else, presenting their backside and for some reason, the onlooker felt his muzzle heating up and his loins tingling. But in this dream, things played out differently. He was all alone with them, still presenting their rump to him. He approached, feeling his length extend from his sheath, rigid and pulsing. With a grunt, Beshte heaved himself up to mount, something he was used to seeing the older hippos doing despite not understanding fully. Now, he was doing the same, inserting himself and rocking his hips…

In the world of those awake, Bunga noticed that Beshte was grunting in his sleep and making some slight rocking movements with his lower half. He had seen his Uncle Pumbaa doing the same sometimes and that usually meant… Looking down, his suspicion was proved correct. With wide eyes, the honey badger got an eyeful of his friend’s cock, fully erect and even leaking a bit while being ground against the smooth stone floor. 

He couldn’t help but stare. At his own age, he had experienced new things but he had Timon and Pumbaa around to explain things. He thought the warthog’s erection was big, but Beshte’s cock alone was bigger than Bunga’s body. Just watching it twitch and ooze was enough to get his own smaller rod to slide from his sheath. It only made sense that Beshte would have something big but the small mammal wasn’t expecting something like this. 

Though his friend was sleeping, Bunga couldn’t help but reach out to touch it. Easing over slowly, his outstretched paw came closer and closer to the hippo's cock. It was so warm… Already, a simple touch wasn’t enough. Doing his best to keep quiet and his touch light, the badger drew his soft paws along the shaft, getting a better feeling as he slid up and down. It pulsed against his palms and going down to the tip got them slick and sticky with precum, being much thicker than his own. 

From the sudden stimulation, Beshte stirred a bit in his sleep, grunting a bit louder and sighing deeply. He was still dreaming but did notice that it suddenly felt very real, as if his shaft was being enveloped by something. His mind continued to process it as him rutting his fellow hippo. His breathing was getting steadily deeper, matching the increasing pleasure, reaching heights it hadn’t before. 

Bunga was enthralled with running his paws along his friend’s cock, enjoying the warmth, the smooth tapered shape, and the fluids that coated in his paws. In between strokes, he would pause to run his tongue over his paw, lapping a fluid that had the strong taste of male, but also being thick like the substance his species was named for. Between getting his paws messy and licking it up, Bunga was also smearing the mix of precum and saliva further along the cock’s length, making it easier for him to stroke. Realizing this, he dared to do it faster. 

Now Beshte, even while firmly asleep, had noticed the shift in feeling. It was not only getting stronger again, but now it was slick, faster too… These realizations were just enough to break his dream’s immersion. Stirring a bit, he grunted and opened his eyes slowly. Now it was certain that these feelings weren’t the product of some surreal dream, looking down he could see and processed that it was Bunga, gliding his paws up and down his shaft. 

“B-Bunga..!” he hissed, trying to keep his voice down the moment he remembered the others were asleep. This was embarrassing enough without them seeing as well. “W-what are you doing?”

Bunga had stopped in his tracks and looked up at his friend with an expression of guilt. “I’m sorry. Big B. It’s just…so big and you looked like you needed it?” 

“Huh?” 

“You looked really pent up,” Bunga explained, not looking a bit confused himself. “Haven’t you been, y’know… Taking care of this?”

Beshte said nothing at first. But it was clear to the smaller mammal that his friend was struggling at the moment. “I usually just wait until it goes away.”

“That’s not the problem,” Bunga sighed and showed his wisdom by restating some of the things his uncles taught him, especially about being ‘pent up.’

“So what should I do?” the hippo groaned, his ears flattening. 

“I’ll help you out. But I’m not really sure how hippos would do it themselves,” Bunga chuckled, trying to ease the tension before continuing. His own excitement rose, knowing that he was being watched. Picking up where he left off, his paws were full of hippo cock, lifting up and tugging back down, keeping a grip that allowed him to feel it throb. 

“Mmph!” Beshte grunted, again trying to keep his voice down. Now awake, those things he felt in his dream were much stronger. He watched his shaft twitch, now practically shooting strings of pre. Feelings raced through him, good feelings that he tried to understand while also wanting more. “It’s…oooh…”

“I know,” the badger nodded, remembering how overwhelmed he was his first time, unable to do anything more than moan while watching Pumbaa bob his head up and down, caressing his shaft with soft lips and a fat tongue. “Just let Little B take care of you.”

Unable to withstand the throbbing of his own cock, Bunga wrapped one pre-slicked paw around his own shaft and made do with the other, gliding across the length of Beshte’s. The both of them did their best to keep their voices down, sharing the pleasure, Bunga being excited just from watching his bigger friend experience these feelings for the first time. 

“Rrmph! S-somethings happening…” the hippo grunting, giving an involuntary buck of his hips. Bunga noticed the signs and moved in. 

“Just let it happen…” he assured, getting low to wrap his lips around the tip, giving it a few suckles while still stroking himself. 

Now, Bunga was sucking his tip and jerking further beyond. A rush of blissful feelings washed over Beshte and it took a great amount of effort to not cry out as his body jerked. His balls churned, drawing up and his cock swelled a bit, pulsing even thicker ropes of cum. All that had been pent up for weeks had come shooting out of him, pouring into Bunga’s mouth. He gulped down the warm loads, doing his best to keep up with what felt like gallons that filled his muzzle with every gush. It was hot and the taste was so deliciously strong. Being on the receiving end of Pumbaa's hearty climaxes had gotten him used to taking big loads, but the badger still found himself struggling to keep up, feeling the seed run from his mouth. He eased from the tip, and moaned from the streaks of warm, heavy fluid that decorated his neck and chest, marking him in his friend’s release. 

Gripping and pumping harder, Bunga hissed through his teeth, adding his own load to the mess coating his pelt, sighing deeply just as Beshte finished. The young hippo wore a face of utter bliss, coming down from the sexual high. He was breathing heavily but managed to thank Bunga, feeling much better already. The honey badger excused himself to go clean up, knowing that the hippo wouldn’t want others finding out about this. As he walked away, he did hope that Beshte would become open about it, at least towards him.