Near the outskirts of the Outlands, a lion cub with small tuft of red mane on his head arrived on the scene. Kion wanted to hang out with Jasiri mostly out of boredom as nothing drastic had been happening in the Pridelands recently.

However, he wanted to explore the area a bit before meeting up her, fortunately he didn't meet up with any of the hostile inhabitants such as Janja's gang or any other dangerous predators. As he walked around the barren wastelands, passing by various rock formations, gorges, and dried shrubbery, he came across a grim and dismal site. It was a graveyard valley of sorts filled with bones strewn about, mostly elephants, zebras and other kinds of hoofed prey. It was a dead end, emphasis on dead, as the valley was closed with great big rocky cliffs and walls all around. 

But his eye caught something unusual about one section of wall. It was a large pile of bones! Curiously, he walked towards it and looked up. It seemed to be climbable enough if he was careful and what is on the other side is anyone's guess which the reason for him was all more to check it out. After the climb over, he discovered something rather interesting. It was a cave whose mouth looked to be around over 30ft in height, having two stalagmites and two stalactites acting as fangs, and pitch black inside that even sunlight couldn't reveal more than a few feet within. 

It proved to be intimidating for the lion cub and felt it necessary to have someone else accompany him with his findings with Jasiri being the closest one nearby. But still he was this far and want to at least take a quick look inside with how strong his curiosity was making him.
'Might as well since I'm here.' 

He went into its dark depth. After going a few feet in, to his surprise, he met an incline with natural steps. It wasn't long until the path leveled out and light and visibility lessened, and his eyes had to adjust in the darkness. Didn't help that a sense of claustrophobia kicked in too yet he continued on.

The passageway curved in places and then some until it started to broaden more. Soon after nearly what felt like an hour, the path opened into a great big room that was surprisingly lit by strange glowing blue crystals on the walls and ceiling. More surprising was what was in the middle of the room.
A large pool of bubbling mud, almost the size of pond or small lake. 
He approached it carefully. Strange. The mud didn’t emit any heat for it to boil like that. 
“*Sniff…*Sniff” 
Smelling the air, the scent of the air was odorless, no noxious gases that he could tell. Well, he would’ve noticed once he had entered the cave anyway with his keen sense of smell.
“Hmm…”
Curiosity getting the better of him, he dipped his right paw into the bubbling mud for a few seconds and took it out. Odd, it felt warm and tingly, making his body shudder. Feels good too. Really good. 
‘Hmm…maybe…maybe it wouldn’t be bad to take a small dip in the mud. Wouldn’t hurt, right?’ He thought to himself, slightly mesmerized by the mud.
He began going in with his lower half or hindlegs first, letting him sink into the mud until he was half in and half out, his forelegs splayed out and hugged the edge. He didn’t seem to feel the bottom though. The mud’s tingling properties immediately began as his body settled in and got comfortable. 
“Aaaaaahhhhhh~!” he exhaled a deep sigh, like attending a spa session in a hot tub.
His eyelids became heavy because of how relaxed he was, barely could keep himself awake. Soon, he was out like a light, deep into a sweet slumbering state. Unaware of the crystals on the wall changed color from blue to a yellowish orange and of the changes that were about to place with his body.
Beneath the mud, his hindlegs stretched and cracked as they become longer and inverted like a human’s, full grown adult ones at that. His hind paws followed suit as they cracked and stretched into humanoid form with soles, heels, and five black clawed digits on each. Then the newly formed feet and legs grew slightly, becoming much slender and dainty with feminine touches from the toes to thighs. 
Kion groaned a bit as he developed a pelvis region, gaining childbearing hips, a slim waistline, and his butt bloated with a longer tail, giving him a curvy hourglass figure.
He moaned and squirmed as he felt his torso morphed, lengthening and widening, developing a chest cavity with rib cages. Two dark nipples became erect and puffy with areolas the size of half dollars. Then, they began to protrude as two fleshy mounds formed underneath, slowly they grew from A cup to C cup to finally E cup size breasts.
Like his hindlegs, his forelegs cracked as they stretched and lengthened into humanlike arms. His paws morphed and cracked, gaining palms and thinly long and dainty fingers with long black claw nails. 
He groaned as he felt his head aged and grew to fit his new form. It became rounder and his muzzle took more feminine traits, losing his whiskers and narrower. His mane took a strange turn. Rather than all the hair falling out or even receding, it became long and flowing from his scalp, cascading down until it was midback length.
Lastly, his furred sac slowly shrank and receded into his body until a moist slit replaced it. His reproductive system changed into a mature female one, complete with ovaries and a womb. The transition caused Kion to moan once again, now in a lowered yet feminine tone. 
The male feral cub was now a fully grown anthro lioness!
After the transformation was complete, the crystals on the wall then glowed in a blinding bright white that seemed to engulf the entire room, the sleeping lioness still undisturbed. Once the light faded, the crystals then reset to their natural color. 
Her nap lasted around half an hour after the events that occurred. She stirred a bit before letting out a wide yawn. 
“Mmm…what a nice nap.” She uttered, not catching the difference in her voice just yet.
In a half awaken state, she crawled out of the pool on all fours and shook much of the mud from her lower half, shaking her big booty vigorously. It was until then Kion snapped fully awake, finally realizing something was very wrong.
“*GASP! AAAAHHH!” she screamed as she looked down at her strange looking ‘forepaws’, wiggling them to make sure that they were really hers. Why did she have paws like Rafiki’s or Timon’s?
“What happ-?!” she caught her voice in her throat, realizing how deep and feminine it sounded like a lioness.
Her attention drifted to the large fur mounds on her chest, forcing her into a kneeling position. A curious hand fondled her left tit.
“Ooooooh~!” she moaned, feeling great sensitivity. 
Looking behind her pass her longer tail and huge butt, she could see plantigrade human feet, wiggling the toes like with her fingers. They looked close to a monkey’s or ape’s but still very different from any animal she had seen before.
Her hand then felt around her crotch region, only to discover something is missing and replaced with a pair of flesh lips. Dainty fingers explored the depths of hew new snatch, squishing within and eliciting another moan from her lips. It felt oddly good. Were females always this sensitive with their bodies?  
She was surprise to see her mane was still there, but not around the head yet longer and draping down her backside. 
“W-why am I a lioness?! What happened to my body?!” she yelled in a panic, trying get answers from anywhere. 
After calming down a bit, she crawled a bit before trying to stand up. After a couple attempts, she finally got up. Her legs wobbled as her balance was thrown off due to not being used to this bipedal form, the vertigo she gotten because of her new height of 5.5 feet, and her large chest weighing her down too. 
Placing one foot in front of the other, she tried walking with some difficulty, thinking how monkeys and meerkats made it look so easy. Soon, she mostly gotten the hang of it, though the way her hips sway and breasts bounced were a bit distracting.
“I need to get out of here and find help. Maybe Rafiki can be able to fix this, I hope.”
She went back the way towards the cave entrance. Once she saw the opening, the light at the end of the tunnel, she felt somewhat relieved just to be out of there. She stepped out into the open, shielding her eyes from the blinding sun as her vision adjusted to the light. However, when she regained her sight, something was terribly wrong.
“Wh-where am I? What happened to the Outlands?!” she exclaimed.
Indeed, she was in a different place entirely. Firstly, the mountainous pile of bones from before was completely vanished. Secondly, the familiar barren desert like landscape was gone, replaced with savanna grasslands with trees spread far apart. More akin to the Pride Lands, but where was Pride Rock for that matter too? 
Things were going from bad to worse for Kion. First, being transformed into this strange adult lioness and now in an unknown location and completely lost. Maybe some of the zebras and gnus in the area would tell her where she is? There were plenty of them grazing in the distance. It wouldn’t hurt to try.
She approached the herd as calmly and nonthreatening as she could, not wanting to startle them. When she had gotten close enough, she spoke up.
“Um hello?” she said, gaining their attention as their heads turned towards her.
“Can you please help me? I just need to know where I-”
Before she could finish, they began to bray and neigh and stampeded off away.
“Hey! Wait!” she called out to them but to no avail. 
‘Didn’t they hear me? Or maybe they didn’t understand me? Is it because of this body? Would my friends and family not recognize me and understand me as well? This isn’t good!’ Her mind flew in a bit of panic. ‘Now what to do?’
She scanned the area again for anything to help and spotted billowing pillars of smoke rising a few miles from the west just above a cluster of trees. She was familiar with brush fires caused by extreme heat during the dry seasons, but they looked more controlled that wasn’t one large thick smoke screen. Could it be a sign that someone is there? Might as well look. What choice did she have anyway?
As she approached the area, she ducked behind a tree next to a bush. 
“Whoa…” she whispered as she took in the scene that lied before her.
Pass the trees, there was clearing with many grass hut structures with door and window flaps almost over fifty that are evenly spaced. Firepits with racks of fish and caribou meat hung over and cooked to a crisp. Just the sight of them made her mouth water, it had been a long time since she had eaten after all. There were also racks of objects, such as sticks with pointed stone heads, that the best she could describe as ‘tools’ as she hasn’t seen anything like them before. Spears, bows, and stone honed edged tomahawks and knifes occupied them and arrow filled quivers leaned on the side. Some shields leaned on the sides of huts as well. Woven baskets and clay bowls and pots held vegetables and fruit were not too far from them either.
But what caught her eye most of all were the inhabitants, the lions. More specifically, anthropomorphic lions just like her. Most had the familiar fur coat and mane coloring and patterns, covering the spectrum of light creamy tans to darker browns with red, orange, and even dark manes. However, there were those with colorizations that were very uncommon or somewhat odd looking such as copper reddish coat with an orange mane, all white from mane to tail to toe, and dark orange with blonde manes. 
Both nude males and females displayed the life of the village with ongoing activity. 
The females, some who had long hair like hers and others who did not, did much of the cooking and preparing the food, deboning the fish and mixing vegetables making stews in clay pots over the fires. Some wove the baskets and made clay bowls even made straw mats to lay upon. Others were also tending the young and the newborns as if running a daycare center beneath a shady canopy tent. Quite few of them were pregnant…and she was somewhat envious of that for some reason. Kion also noticed plenty of them wearing jewelry such as necklaces made of bone, beads and gems, bracelets and earrings. They looked pretty to say the least. 
The males she ogled the most at. Their buff frames bulged with muscle as they sharpened and honed the blades of their tools or weapons, carrying fresh kills from a successful day’s hunt and fishing to be butchered for tonight’s meal. They also had a hand in helping with crafting clay bowls and other materials too. Female hormones within her fueled the new sense of attraction, she drooled a bit while licking her lips hungrily to them esp. with furred sacs that held guava sized testicles. 
‘Wow, they look so…so huge …so handsome…and meaty. I…I want to bear their cubs…GAH! No! Why did I think that? Stay focus!’ she shook her head of such thoughts. Yet at the sight of them was enough to make her heartbeat as fast as a cheetah chasing a wildebeest and her body becoming hot and bothered. 
But seeing this village that held a civilization of anthro lions also got her thinking again. Exactly where is she anyway? Is she on the same planet as the Pride Lands or a different one altogether? The latter seemed to be more plausible with what she had witness so far which made her worry as that she might not be able to see her family and friends ever again. She became lost in her thoughts until a voice spoke up behind her.
“Hello? Can I help you?”
“Eep!”
Kion jumped slightly in shock, stood up, and turned around. Her eyes catching the male lion that unintentionally snuck up and startled her. What also caught her eye about him was his fur color pattern, matching that of a hyena with its grey coat and black mane with patches of black around his wrists and ankles. He had a long bow slung over his shoulder along with a quiver of arrows and holding three dead birds in one hand. His body was just as muscular as the rest of the males in the area, more akin to a runner’s build. She caught a whiff of his arousing musky scent that almost elicit a purr out of her. Still it was enough to make the lioness’s cheeks blush red. 
“Do you need any help, um…?”
“K-Kion! My name is Kion.”
“Lovely name. I’m Kavi by the way. Don’t think I’ve ever seen you in the village before. Do you come from another tribe?”
“Yeah…I guess you can say that? Well, look, it’s a very long story. And you probably wouldn’t believe me if I told you.”
“Try me. I’ll listen.”
She described to him her plight, how she used to be a male cub and found the cave to the events leading up to this point. Kavi just scratched the back of his head, slightly perplexed esp. with how this lioness babe used to be a young male. 
“That’s…a lot to take in.”
“I knew it. I knew that you wouldn’t believe me. I was hoping you or anyone could help me.”
“Oh no! It’s not that I don’t believe you. Well, we could ask some of the elders who have stories and knowledge on ancient magics found in nature, but I don’t know how helpful they will be. Sorry.”
“*Sigh…It’s alright. Thank you anyways.” She said in defeat. “Can you…can you show me around? If you don’t mind.”
“I’d be happy to.” He said while offering his hand to her which she accepted with a blush.
Soon, Kavi led her into the village and introduced her to some of the residents. During her tour, she noticed few more details such as the grass huts have different colored door flaps and décor such as tribal masks, bones and tusks on strings around the outside, certain colors, symbols, and other things painted the sides of them, etc. to distinguish ownership. Kion learned many things about village life and what this civilization had to offer. Even getting to know Kavi a bit more too as she spent her time with him.
They even met up with one of the elders in one of the huts. The elder lion had light tan coat with equally colored receding mane line with some grey hairs and scars from hunts long ago. He sat on a mat behind a smoldering firepit with coal embers and wielded a staff that was like Rafiki’s. 
She told him her story, but what he reacted to the most were the description of the crystals in the cave, which he thought affected the mud that changed her. He was familiar with crystals found in caves and the strange unpredictable ancient magical properties that contained inside from what happened to her to body swapping to other things. It’s why he warned and forbade lions to approach such crystals and explore any cave with them. And some stories from the past he heard were unfortunate, where lions vanished without a trace or worse. Kion got off lucky to say the least. But effects of the crystals were permanent as far as they knew. This dashed any kind of hope she had of turning back and going home and it had her visibly shaken. She and Kavi thanked him and headed out.
“I’m sorry that it wasn’t much help. You okay, Kion?”
“Y-yeah, I’m fine. Just…really upset. It’s not your fault though and that you tried so you shouldn’t apologize. *Sigh…I just don’t know what to do now.”
“Well, you can live with me if you don’t mind.”
“What? You mean it? I don’t want to be a burden to you.” she replied, blushing. 
“It’s no problem at all. My hut has room for two and I can use the company.”
“Thanks, Kavi.”
“Looks like it’s almost time for supper.” Kavi said, looking at the setting sun as it slowly disappeared below the horizon.
“Oh good, I’m starving! I could eat a whole elephant!”
Soon, nightfall came, and the lions set up tiki torches to give light to the village. They gathered around the fire pits for a huge meal, passing around clay platters of slabs of roasted buffalo and cooked gazelle and other kinds of meat. Bowls of fowl, fish and vegetable stew were quickly slurped up and washed down with cups of fresh water from nearby rivers and lakes stored in jugs. Chatter filled the air as the lions talked about village life: the hunts, both old and new, newborn expectancies and among other things as they chomped away. 
‘Mmmmmmm…Delicious!’ she thought as she savored every bite into an antelope leg as she sat near a firepit next to Kavi. Who would’ve thought cooked meat would ever tasted this good? Especially for one like Kion who lived mainly on raw food. 
After the lions sate their hunger, they extinguished the firepits, leaving the torches to provide light for the village. 
Kavi led Kion to his hut that had a picture of swirled sun on the door flap and had some tusks and antelope horns wrapped around the outside. He lit up the small firepit in the center of the room to reveal more of the hut, including the pot that hung on the spit above it. A mat with soft leaves and long grasses served as a bed opposite of the door. A set of weapons were a few feet from the foot of the bed and leaned upon the wall, consisting of his long bow and quiver of arrows, a spear and a white and blue colored long shield. There was a large clay jar of water with bowls of fruits and vegetables on the side, something like a kitchen. 
“Well, need to get plenty of sleep for another day’s worth of hunting.” He said as he went over to the bed.
“Oooooooo~hhhh!” 
“Ungh! Hah…Ah!”
Moaning and grunting were heard from a couple huts away from them.
“Kavi, what was that?”
“Oh, must be Juni and Kuva having sex.”
“Sex?”
“You know? Mating? Ever heard of it?”
“Um, yeah, I have. Kinda…” She replied nervously, scratching the back of her head. “I’ve heard the words from lions in the pride, but when I told my parents about it, they said that I was too young at the time and had to wait when I was older.”
“Well, you’re older now, aren’t you?”
“Uh, y-yeah.”
“Want me to tell you about it? Or if you want, maybe experience it firsthand?” he said patting a spot next to him on the bed while he sports a foot length boner that rocketed out his gray furred sac. Of course, this caused Kion to blush with her body getting hot and bothered like before.
“I guess…it wouldn’t hurt to try.” She said, going over and laying down beside him. As he embraced her in his arms, her heart raced as they were now face to face with female hormones rushing through her body, taking over and acting on luscious instincts.  
After a few affectionate licks, they pressed their muzzles against each other for long wet kiss. 
“Kion? May I have permission to enter?”
“Enter? You mean…? Ah!” She gasped slightly as she looked down to see his shaft prodding her moist pussy.
“I promise I’ll be gentle since you’re first time. You ready?”
“Yes, I-I’m ready.” She replied with a hint of anxiousness, bracing for whatever is to come. 
“Okay, here goes!” he said as he gently thrusted into her snatch.
“Mrrrrroooooooowwwww! Ooooooooo~h!” she yowled and moaned, eyes rolling partly to the back of her head and toes curling in reflex. “Hevi Kabisa! That felt…so goooood!”
“You like more?”
“Yes! Please!”
“As you wish!”
He pumped in and out of her, a bit faster with rhythm. His dick grinding against her pussy walls, making her moan and pant with every thrust. Pressure beginning to build up inside of her as she neared her first climax.
“Hah…. hah…Oh Kavi! I feel like…like something’s-COMING! Aaaaaa~hhh!” she gasped as she finally came onto his cock, juices oozing down towards his sac.
“Ung! Yeah…hah…I’m close…TOO~Oooooh!” 
His shaft let loose a thick stream of semen into her womb, making her body tensed and shuddered in response. The couple’s bodies relaxed as they bathed in the moonlight and afterglow of sex. Kion purred as she nuzzled and licked his chest and neck with Kavi returning with affectionate licks too. It wasn’t long before sleep overtook them. 
2 Years Later…
The eastern morning sun peaked over the horizon as sunlight blanketed the village whose residents were stirring awake. Kavi stepped out of his hut, equipped with a spear and shield. An eight-month pregnant lioness with well-endowed H cup breasts followed him out, holding a female gray and black spotted lion cub. 
“Heading out for the buffalo hunt with the boys. They say it’s gonna be migrating population than last year. Be back real soon by midday.” He said as he gave his mate a kiss. “And we’ll have fun later, Myvu.” He gave his daughter a peck on her head as she giggled in response. 
“Be careful out there, dear.”
“I will!” 
He waved goodbye to his family and went to meet up with his hunting team. 
“Well, Myvu, time to meet up with the other lionesses.”
The cub just gurgled and giggled at her mom with bright amber eyes. She walked over to the daycare canopy where most of the lioness mothers and their children of various ages under eight years were. She heard the clamoring of cubs as they wrestled and ran around under the supervision of their mothers who sat on a long shaven log bench and some smooth stones, making sure they didn’t wander too far off or get hurt. She took a seat next to a blonde mane lioness with a cream-colored coat.
“Good morning, Kion.”
“Morning, Tari.”
“And morning to you, Myvu.” She said as she rubbed the baby cub’s head, then directed her attention to Kion’s baby bump. “And the little one is going to be due very soon, correct?”
“Yes, about a month from now.” she replied as she placed a hand on her belly.
“Do you and Kavi came up for any names for the baby?”
“If it’s a boy, Kunji. A girl, Nura.”
“Oh, those are nice.”
“*Gurgling…ahma…Ah…ahh.” Myvu suddenly cooed, looking at her mother’s breast.
“Looks like someone is getting hungry.” Tari noticed. 
“Okay, Myvu, dear. Here… drink up.” Kion let her daughter suckle on her left tit. 
“Auntie Kion?” 
Their chat was disrupted as a five-year-old lioness cub with white fur all over with a white hair done in a ponytail approached them along with a few more of the older cubs.
“Yes, Kula?”
“Can you tell us more of your stories? Please?”
“*Chuckles…Okay, okay. I’ll tell you another one about The Lion Guard.”
The End