Rama groaned as he opened his eyes, squinting.. headache hitting the lion like a load of bricks, “Ugh… toooo much rum.. again.” He slowly had memories of last night come back to him, drifting from room party to room party.. The bar.. There was someone he met there, he thought, but the events of the night before were still jumbled and hazy under the fog of the hangover. He shifted, grunting again before blinking; looking around in the dark room, there was someone in bed with him.

There was the soft hiss of sheets sliding on sheets, the figure beside him moving and stirring as well, “Mmmn.. morning..” The voice was soft, feminine, her scent clinging to the sheets, and rubbed a little into the large cat’s fur as well, apparently they’d come back to the room together? He racked his brain to clarify the memories, recalling.. a canine? A.. german shepherd, he couldn’t recall where they had met, no matter how he tried, his brain just wasn’t cooperating yet this morning.

“U-uh, hi.. did we, last night..?” He let the thought float off his tongue, thankful for the darkness to hide the blush he felt warming across his muzzle and cheeks. 

Her hand brushed out, seeking his thigh, tracing up boldly, “Mm, not yet we haven’t.. but I’m certainly not against the idea..” Came her reply, the dog giggling quietly, letting her hand stop a few inches shy of his lap, close enough to feel the warmth radiating from his swollen waking state.

Rama was briefly lost for words at her direct approach, trying to will himself not to grow further erect, the lion’s sheath swollen, tip poking out, “Light..” He muttered, thinking with the hangover he might regret it quickly.. a bit of muffled fumbling and the hotel room lamp clicked on, warm glow illuminating her body. Shaggy, longer sort of fur, covering a thick, pudgy frame. His eyes squinted and slowly opened, adjusting to the light, glancing, looking her over. Heavy, full breasts, a warm smile and a pleasant scent, he supposed he could have brought back worse to his room in a drunken haze.

She shifted, sitting up a little, staring down at him with that welcoming gaze, occasionally darting down to his waistline and the half-pitched tent in the sheets, “I’m Ellie, by the way.. since you sound like you needed introductions again. You really like your liquor, huh?” It was a gentle jab, more of a joke really, that brought a thin smile to the lion’s muzzle.

“Rama,” came his reply, trying to be subtle about bringing his hands together over his crotch below the sheets, making the shepherd laugh quietly, “I don’t really remember much of last night, where we met.. what we did, if anything.”

“Relax, we haven’t done anything but have some drinks, yet, but we can do plenty, I promise..” She set her hand over his from the outside of the sheets, licking her lips, “I’d like some of that, if you don’t mind, Rama..” She hardly waited for a reply, her other hand peeling the sheets back from his body, blue eyes scanning over his chest, belly, waist.. and with a tiny shy whimper from the lion, his hands clutching over his sheath, a bit of pink still peeking from between the paws, “Oh yes..”

“O-ohhh, you’re.. oh god, you’re serious, aren’t you?” He gasped, toes curling and relaxing, alternating from paw to paw.. He swallowed a lump in his throat and groaned, head rolling back and eyes falling shut. He tentatively moved his paws away from his sheath, even as the penis swelled, pressing out further and further, earning an approving nod from the dog. “Wh.. what did you have in mind, e-exactly?”

Ellie licked her lips and grinned, “Nothing TOO crazy.. just thought I’d have you help me become with cub..” She laughed at his shocked expression, shaking her head, “I’m joking, relax.. I’ve got condoms, so I DON’T.. Not at all what I’m after..” Her nose flared at that, eyes drifting back down the lion’s body and lingering over that sheath, her paw moving to cup the few inches sticking out half-erect. “This, however..” She licked her chops and did a quarter turn, sinking down and giving the big cat’s sheath a slow nuzzle, whiskers tickling against his flesh and groin, making him whimper and squirm, erection swelling towards full-mast.

Rama panted out, fingers gripping down at the bedsheets as he was teased, her forward and blunt nature dragging him out quickly.. His eyes rolled back and fell closed as he was soon erect, swollen in full.. Choking back a loud groan as he felt her tongue slide out, thin and slightly rough, canine flesh wrapping around feline, leaving him slightly damp. Her warm breath against him now was so electrifying, it made his toes curl and his loins ache with growing need. “Ohhf.. y..you’re good at this..!” He spat out, trying not to thrash too much for all she was putting him through already, so quickly.

“Mmm.. thank you, but just wait to see what else..” She murmured, one hand brushing along his inner thigh, the other grasping thumb and a few fingers around the fuzzy ring of his sheath, bunched around the base of that stiff shaft. Angling him up, she pressed her muzzle down slowly, enjoying the feel of the slightly rough-textured tip sliding between her lips, gliding tongue along that lovely thick cock. Her nostrils flared, whiskers quivering as she slowly went down on Rama, feeling his body tense, struggling not to just drive up against her right then and there.

Rama whimpered, grinding and squirming from side to side, paws balled into fists and tugging at the sheets as she went to work. He couldn’t resist anymore, thrusting his hips up slowly, back arching and driving against her muzzle, earning a muffled moan of approval from Ellie, before he sank back down. A few more bobs of her head and he’d do it again, each giving one another a rhythm to work from. The dance between the two went on for several minutes, before the bitch pulled up and off with a wet slurp, licking a bit of drool from her lips, tail wagging behind her, quite animate, “Mmm.. can’t have you popping yet, kitty, I’ve got plans still!” He grunted, obviously a little disappointed, but he opened his eyes and looked to her with curiosity, wondering just what else the german shepherd had planned for him.

She sat back up and twisted away, fishing her belongings from the nightstand, fingers rummaging through a pocket and plucking out a condom, tearing it open carefully with her teeth. She slipped the rubber out with a smile, turning back to the lion and carefully eased it down over his tip, unrolling it with a deliberate slowness, just to tease him a little more, and to feel every twitch and throb of that shaft. 

“Now we’re getting down to business..!” He muttered, still not entirely believing what was happening to him, but going with it nonetheless. A beautiful bitch wanting to sleep with him, eager and wanting to mate, and she had protection, what did he have to lose? He grunted again, pushing his hips up once more, helping her stroke the condom down his penis, fully sleeved.. he licked his lips and managed a broad smile and nod up at her, “Okay, now I’m getting into things.. what’s next?” 

She grinned back down at the lion, slipping from the sheets and moving to straddle his thighs, crouched down on her knees.. The shepherd’s sheath swollen and on display, a reddish-pink tapered tip poking free, “So that’s what that scent I couldn’t place was,” Rama thought.. He might have to see if she had another condom and was up for another round later to be on top, but for now, he was content to let her run the show. He watched her, moving slowly, pressing herself up, latex and fur separating one shaft from another, the dog grinding slowly, inching closer and closer to him. Finally, she lifted on her legs and crawled forward a little further, easing downwards with a sharp suck of breath from her, and a groan from both, as her lips slowly swallowed the covered prick.

Ellie took her time working down over Rama’s shaft, occasionally pausing, legs tense and quivering as she’d stop partway along her descent, the dog’s pussy gradually adjusting to his size. She’d gotten warmed up by sucking him off, but still needed a little time to prepare herself for what was coming, all that she had in mind for the lion. Little by little though, she worked herself down, inner muscles relaxing, adjusting further, and then she was sat upon his lap, another contented moan coming from the pair.. She shifted her hips, giving a teasing clench, squeezing around him, and feeling the pulse and twitch from his cock in response. After a few moments’ rest, the shepherd started to move again, a slow rolling motion; she smiled down at him with hazy, lidded eyes, reaching for his paws, guiding them to her breasts, warm and soft against his pads.

Rama took his time as well, as the bitch seemed to have no urgency in her motions, her pace would occasionally pick up for a few strokes, then settle back down, a lazy grinding up and down, riding on that cock. He let his fingers gently knead into her fatty breasts, liking the weight, the feel of them.. The thick caps of her nipples pressing into his palms.. he licked his lips and felt himself twitching within her every few pumps, letting his eyes drift close and just decided to enjoy it all, take it all in. She would occasionally grunt, a low woof or a muffled whine, the sounds those of pleasure rather than discomfort, clearly enjoying being studded, and his getting the idea of paying attention to her chest as well.

The canine panted, letting her tongue loll a little, giving inner muscles another tight squeeze around Rama’s cock, arching her back and taking a deep breath and letting it out with a whimper. She shivered, the sensation running down her spine as all the kneading was finally starting to draw out a wet dribble of milk, warmth soaking against the fur and flesh of the lion’s thick paws. His nose twitched and quivered, eyes opening slowly, blinking.. at least some of the fog of the hangover was subsiding. He swallowed, throat dry, continuing to knead at those breasts as he felt another weak but definitely wet squirt of milk against his pawpad. He raised his brow, looking up at her with curiosity, just earning a warm, lazy smile and a nod from Ellie, “You didn’t want cubs.. because you recently have?” He puzzled out, though she didn’t answer with anything but another loud grunt, grinding down firmly on his member.

He shivered and pulled his paws from her breasts, he wasn’t put off by the fact, it just seemed.. unusual, to him, that here she was, recently having given birth, and was out chasing men again.. But then there was the protection, and.. He shook his head.. now was not the time to get distracted. He shifted, one arm wrapping around Ellie, the other against the bed, motioning her to roll over.. flipping over and tangling himself up in the sheets with her, pressing her head down into the pillows and sliding his hand down to draw her legs up, straddled around his middle. He started to rock a little faster, leaving the passive act behind, heated and lustful thanks to her steady teasing. She rolled her head, muzzle tipping back with a moan, clearly not opposed to the lion taking action, fingers tangling up through his mane, rubbing along his shoulder and down his arm propping him up while he rut away.

Rama grunted, feeling himself swell inside.. he dipped down, nuzzling at her cheek, down her neck.. considering, he swallowed and tucked down, licking at a breast, rough tongue tugging against the fur.. After a few licks, he drew the nipple into his muzzle, giving a curious suckle. There was a faint taste of the milk left on her, but not enough to say he could like it or not. Ellie groaned out however, nodding in seeming approval of his line of investigation, while his strokes grew longer, and a bit slower, she let him continue as he liked. He pursed his lips some, sealing around the teat and started with a suckling motion, not too fast, but strong.. He seemed frustrated that it was over, but after a few moments, another squirt came, just for him.. It was warm, and thicker than he thought by how it had felt against his paws, rich and just a tiny bit sweet. 

The dog cried out in pleasure, whimpering and nodding more vigorously as she felt him coax the milk from her teat, squeezing her legs around his middle, trying to hook her feet behind, “Y..Yes, Rama..! Oh, yes..” She grunted, clenching around him inside as well, flexing internal muscles, milking around him each time he would thrust and hilt back inside. Feeling each tug and suck from his muzzle, encouraging as she was, he was starting to nurse, taking the thick cream down in thin but steadily increasing spurts. He finally swallowed, not breaking from the breast but pausing his sucking, panting harshly through his nose, nostrils flared, a deep rumble seated in his chest. He started to drive anew, his hips taking hard, spaced thrusts against her, his muzzle rooting heavily into her chest, sucking picking back up as well.

She panted more raggedly herself, feeling her heartrate climbing higher and higher, starting to hammer in her ears, breaths shorter.. stroking at the lion, doing anything she could to encourage him, goad him on, drive him forward.. She could feel his tension, his body winding up like a spring, she knew he was close.. She pulled her hand at the back of his head, holding him, flush to her breast, making him groan and just redouble his efforts, cheeks puffing as he worked her nipple, rough tongue dragging over the nub again and again, coaxing more milk out, and every few moments swallowing.. She just kept nodding to herself, vigorously, panting and squirming, pinned under the lion.

Rama snarled around the breast, partly muffled into it as he thrust forward and came sharply, it had all just become too much to handle.. he throbbed and twitched inside her, the condom swelling and rippling, catching all of his seed, pooling around his penis. He felt.. amazing.. body buzzing, tingling all over with the glow of his climax, his hips still driving, working for several strong thrusts, feeling her all around him, squeezing, milking.. Milking.. he panted, nuzzling back into that breast, lapping over the teat and trying to suck out more of her precious fluid, since Ellie seemed to be enjoying that as much as she was his rutting. She seemed pleased to oblige, the spurts of cream coming fairly steadily by now, even if they weren’t much thicker than they had begun, her hands sliding through his mane, down his shoulders and shoulderblades.

“Good.. goood boy, Rama.. whew.. knew you’d be a good choice..” She panted out, squeezing her thighs around him, paws prodding, spurring at his rump playfully, making sure he stayed well inside of her.. If anything, he felt energized enough to go again, his shaft not having softened at all for having climaxed minutes before. He let another muffled growl go into her breast, the lion nuzzling roughly, sucking, rasping his tongue at the bitch’s breast, making Ellie squirm in delight. She murmured quietly to herself, her stroking already tugging away some loose tufts of the lion’s mane, though he was too distracted to notice, his hips quivering, grinding and threatening to mate a second time.

Ellie murmured more encouragement here and there as he started grinding against her, hip to hip, hilted and sheathed within, eagerly lapping away at her teat, swallowing each mouthful of milk every many moments.. She smiled and licked her lips, watching him intently, the signs she was looking for slowly becoming apparent.. More and more, she brushed his mane away, his frame ever so slightly thinner. 

His body was becoming rejuvenated from her milk, regressing, the difference between adult and young adult not so obvious, at least not to him, distracted as he was with making love to her a second time. Firm and virile, at least for now, he hammered away, faster than before, eager and lustful with youthful vigor, even growing a bit rough with her.. fangs grazing against the teat, firm and thick between his lips, paws clenching, clawing into the bed below as his hips pumped back and forth.

Rama continued, even as years melted away from him, pressing himself flush against the bitch below, taking a certain lewd delight in the muffled squelch made by rutting into the filled condom and the feel of it around him.. he was shocked out of his rhythm when a thick tuft of his mane came loose and drifted before his eyes, “Wh.. what..?” He stopped, reaching up, touching to his head, only a few patches of his mane left, instead, it was practically bare, short fuzz, smooth and undeveloped, like a cub.. “My mane.. what’s happening to me?” He whimpered, a cold chill running through him. Was this all a dream, turned nightmare? Had she drugged him? What kind of drug could do something like this? Was it poison? 

His mind suddenly raced, but she just held him close, stroking smoothly at thinner, narrower shoulders, “Relax, Rama.. you’re fine.. I did want to have fun with you, though I wasn’t expecting this to happen.. The truth is, I didn’t have a cub recently, but I think I’m going to soon.” He looked horrified, but she stopped him to continue, “The condom’s fine, I didn’t do anything to it.. it’s my milk.” He squirmed, in a panic, pawing at his tongue and squinting, making a face, “Don’t bother, you’ve had enough already that it won’t make a difference. I’m not doing this to be mean, it’s more the opposite, I want to love you.. to take care of you..” The lion squirmed, despite everything in the situation, his fear, his worries and his racing mind, the now-teenaged lion’s cock was hard as a rock, staring down at the woman laid before him, full breasts, soft body, her pussy wrapped around him.. He twitched.. ears laying back flat against his head, swallowing and looking up at her.

She wrapped her arms around him and drew him in close, laying his body against hers, settling his head against her breast, the atmosphere around her more maternal than sexual, now, petting her hand down his back, feeling him shiver, “You.. how can you do this, someone will notice..” He murmured, his voice cracking slightly.

“It wasn’t my plan, really.. but it’s something we’re both going to have to live with, now. Though for you.. you can’t really check out as a fourteen-year old.. Need to do something about that..”

Rama recoiled from her, scrambling back, “F-fourteen?! Fix this, undo whatever you did, I don’t wanna be a teenager again, I have a job, I have things I need to do!” He fumbled, tripped up in the sheets wrapped around his paws, tipping off the bed.. She sighed and climbed from the mattress, helping him up, kissing the teenager on the head, looking down at him, his body undeniably changed, smaller, thinner, younger, lighter. There was no question of it, as he caught a glimpse of himself in the mirror on the opposite wall. His mane.. his mane was gone. All of it. She really had somehow done this to him. He couldn’t believe it, but what else could it be?

Ellie shook her head and brushed her hand against the lion’s cheek, where he flinched and tried to bat it away.. She just pressed right back, rubbing his cheek and muzzle, looking his body over with a heavy sigh.. “I want this to be good for you.. I know it’s not what you want, but I’m going to make it alright, I promise..” She reached her other paw down, fingers circling Rama’s half-flaccid member, eliciting a predictable response from the teenager, stiff again in moments.. She drew her arm down his side, squeezing him in closer to her despite whining, mumbled protests from the confused boy, dipping her head to kiss and nuzzle over his forehead and brow, “Now Rama, I need you to keep drinking. I don’t want to make you, but I will if I have to. It’s important.”

He groaned, shaking his head, this had to be some kind of twisted nightmare, no way could any of this be real.. but the way he felt, her taste still on his tongue, her paw wrapped around his bare penis, the condom having slipped off in the commotion.. He closed his eyes, hips rolling forward of their own volition. If this was a dream, he could just wake up, eventually. If it wasn’t.. he wasn’t sure what choice he had. Gritting his teeth, he panted, and leaned in, feeling the thick nipple brush against his lips. He let out a tiny whimper and reluctantly started to suck again, feeling her touch, caressing along his side.. and stroking his length, “Thank you.. I promise this will all be okay, soon.. I know it’s hard to believe.. but I promise.” He could only offer a low grunt in response, his hips jerking, twitching into her strokes. His stamina clearly would not have him last much longer, this time.

The shepherd sighed and nuzzled over the lion, feeling his lips around her other teat, starting to nurse again, much of the fervor and enthusiasm gone, but he was doing it. She couldn’t guess his reasoning behind it, but he was doing it all the same. She gently worked his cock in her paw, not wanting to rush him, she knew this would be the last time he’d get to experience an orgasm for quite a while. Just letting him set his own pace, despite everything going on, there was still that intense adolescent urge within him that kept the lionboy’s hips working. He’d speed up sometimes, slow down others, rocking hard against the shepherd’s touch. The milk was starting to go to work again, she could already tell he’d lost an inch or two of height.. and size elsewhere, “You’d better hurry up if you want to get off.. not sure how much longer you have the ability..” She blushed a little at the thought, and could feel him throb in response.

Rama’s mind was still racing, wondering how this could possibly be happening.. at the same time his brain was down between his thighs, burning and boiling with young passion, though the fire was starting to cool somewhat, and his thoughts felt a little muddied.. simplified somewhat.. He shivered, nuzzling into the bitch’s breast again, his sucking picking up a little more intensity instead, groaning at those warm pads and soft fingers against him.. pushing up on his paws with a loud groan as he finally climaxed, the offering from the lion quite a bit, though it was more pressure and volume forcing him to purge, splattering a sticky mess against Ellie’s crotch fur. 

She sighed and smiled with a hint of sadness in her eyes that it had come to this, but turned and scooted back on the bed, drawing the eleven year old up with her, laid between her legs and resting on her belly. A hand stroked over the back of his head, trying to soothe him even as he fed away, and slowly shrank, every several gulps, every few minutes, another year would pass, steady as the ticking of a clock.. She watched as his muscle faded away, melting like ice in warm water. Nine years old saw his face soften, planted as it was against her bosom. Six saw the barest hints of spots returning to his fur, along with a bit of cub fat. At four, the spots were growing more prominent, the tuft at the end of his tail all but gone.

Ellie whimpered as she watched the changes become more drastic and seemingly accelerated the younger he got, development quickly being undone.. Two years old, and he fit fully on her body, having shifted the boy up so he could continue to nurse. Spots covered the boy’s body, his proportions shifted, things so far from the adult he had been the night before.

The lion, now cub’s head was a foggy soup, there was so much he had forgotten already, or couldn’t remember, no matter how he tried to hold on, it all just slipped through his fingers like smoke. He was warm, he was mostly comfortable on this person, who was it? He couldn’t remember, even though he knew he should.. Something nice about them.. Maybe it was their scent.. the canine’s warm smell filling the cub’s nose, though there was a growing scent in the air as well, one need the lion had not quite fulfilled for his time spent in a fling with the shepherd.

She whimpered under her breath, one hand resting on the cub’s back, now an infant of one, curled up, tiny and light upon her chest, lips closed around a teat, barely fitting in the little muzzle, while her other paw teased down below her legs, folds swollen and slick, puffy, waiting, wanting. She panted, watching him close his eyes, almost asleep, just gently nursing, the last few months of his age evaporating, growing tender, his eyes wouldn’t open again for quite some time.

It was time, she thought, with a clench of her nethers, squirming and biting her lip.. the once-grown lion was now a tiny, shaking warm ball of fluff.. easing him down carefully, sliding onto the sheets below, nestled between her thighs, that scent of her womanhood strongest there, warmth radiating, welcoming, beckoning to the cub. She felt him squirm, but he was weak, feeble now, days, minutes old even. She worked with care, gingerly moving herself as much as she did the boy, until she felt him nuzzle into that wet spot. She gently pressed at the back of his head and shoulders, alternating squeezing and relaxing, tugging, milking.. and throwing her head back, trying not to howl as she felt him start to slip in, just a little at a time, but it had begun.

She just kept working, though she knew she needed to hurry, she didn’t want to rush too much, for his sake. A little at a time, just squeezing.. gently pressing, prodding, pushing the tiny cub, feeling his head sink deeper.. and growling quietly, squeezing those shoulders next.. slow progress, feeling the warm bulge that he made, so much more than his shaft could have provided. She writhed slowly on her back, feeling his head press up deep inside her, against her inner barrier, and stopping him.. whimpering and trying to tease herself, knowing that soon, she would be with cub, this lion she’d met, and soon he would be all hers.. A mother and son.. she cried out sharply, arching her back, crashing over the edge at last, and inner muscles tugging, milking and spasming around, drawing the lion deeper, and finally admitting passage for his head, sinking ever deeper, into her waiting womb.

She failed to restrain another howl as her body was wracked with energy, tugging ever onwards through that climax, trying to make as much progress as she could.. Seeing her belly already bulging, doming upwards with the lion moving inwards. Inches passed, and he sank deeper and deeper, her belly rounding.. feeling him slow again somewhat, little thing having to curl, taking the fetal position within.. A few more moments and he was gone from the world, while her belly contained him, and made his new world for the forseeable future. The dog’s belly churned, fluids filling in what little space was left around the lion, and seeping into his lungs, keeping him breathing, while the flesh around warped and developed a thick stalk, seeking out his belly, rooting in deep.

At last, it was done, Ellie thought, slumping back on the bed, breathing heavily, hands on her heavily pregnant belly. Even for how small the lioncub had become, he was still swelling her out from within. Little by little his heartbeat slowed and skipped, starting to more closely match her own, thundering and pounding heavily all around him, the umbilical binding mother and son, a new pair. “Promise I’ll take good care of you, little one..” She panted, slowly catching her breath, calming down, and feeling the gentle press of his mind on hers deep inside. She drifted off to sleep again, sprawled out in the mess of soaked bedsheets, smiling to herself.

“Hey, it’s Ellie. I’m going to need the maternity clothes from my closet.. yeah. Yes, it happened again.. We got a little carried away. I’m in room 1022.. I’ll see you soon.”