The lioness padded forth, saunting slowly through the length of her single-person apartment 
toward the door for her bedroom. There, the Simba to her Nala laid on his back atop her mattress, 
slowly stroking over the length of his member, eagerly awaiting her arrival. She'd wanted to slip into 
something more comfy for him, but felt the small bathroom next to the bedroom was a bit too cramped, 
if not a bit unclassy.
	Thus, Rachel rumbled in a sensual manner as she opened the metal door leading to her 
bedroom, watching her lover Jason casually finger himself for a few moments. Her sapphire eyes 
searched his near-nude body; the leonine lad was just as ripped as she figured he'd be without his blue 
t-shirt, which lay in a heap next to the bed alongside his jeans and socks. It was the middle of winter, 
and while rainy somewhere in Western New York it was still cold enough for extra layers over his fur. 
Between the two, only Rachel dared to walk barefoot through the puddles and melting snow across the 
quiet suburb's pavement and sidewalked.
	Rachel herself was dressed in an dark lavender short dress, a pair of lacy blue panties 
underneath barely containing her own bulging sex. She was a transgender woman of eldritch blood, 
having been able to transform herself into a physical female as much as she desired since the day her 
power awoke. Nevertheless, she never experienced any dysphoria from her masculine sex organs, and 
had always appreciated the anatomy of intersex folks.
	The two had been friends since their youth, both anthropomorphic big cats hailing from another 
world prior to the Earth they currently resided in. Throughout various patches of her young life, 
however, Rachel hadn't quite felt normal affiliating as a boy. So when she discovered ways to alter her 
mortal coil, Jason was anything but surprised to see her magical transition from man to woman. Instead 
he gladly welcomed his lifelong friend having discovered her true self, welcoming her awoken being with 
open arms.
	The past flashed through Rachel's mind as her paws stepped across the cool floor, ending at the 
edge of her bed. Jason looked up into her eyes with his light brown orbs, rumbling in affection right back 
at her. "My my, aren't you just ravishing in that dress, Rach?" he grinned. "You know, you ought to wear 
dresses in public more often. They suit you well".
	Rachel blushed, "And what's that supposed to mean, Jason? You know I'm much more a tomboy 
than a girly-girl".
	"I'm just saying", he chuckled softly, "A first date in this realm means you shouldn't have to 
dress in... what do they call them, sweat pants?"
	"I was out of clean pants", Rachel shrugged modestly, "And besides, I figured my usual skirts 
would be enough for you".
	Jason shrugged back. "You're a lovely young woman, and you're open to flaunt it if you'd like. No 
pressure, but just saying".
	Rachel rumbled softly, warmth returning to her cheeks. "Thank you. It's been a long five years 
since I'd become who I am, and it means a lot for you to tell me that. Especially from you, my darling 
Jason". She leaned forth, crawling slowly atop her bed into Jason's embrace. No sooner than their hug 
did the two begin to nuzzle, rubbing soft cheek against the other's necks.
	"Mmmphhh... you're a wonderful friend, and I'm not the only one who grew up to be sexy", 
Rachel purred. "I've always been a bit more lesbian than not, but I know how to choose my boys, huh?"
	"I'll say", Jason purred back, his long, scruffy hair brushing against Rachel's nose as they 
snuggled up together. "So... let's not waste any more time, huh...?"
	Rachel grinned, slowly easing Jason down onto the sheets. "No need to tell me twice, my 
lovely..." Letting out a playful rawwwr, the lioness slipped back, easing his boxer-briefs off of his loins. 
Inch by inch, the grey fabric slipped down his hips, freeing his throbbing cock from within. His length was 
about seven inches, his balls plump and eager to be emptied. "Mmmmph... I guess you haven't 
masturbated in a while, dear? You're looking a little blue..."
	It was Jason's turn to blush, "Heyyyy. You're the one who arranged the date a few days ago. I 
wanted to save my seed for you, cutie".
	Rachel giggled a bit, getting onto her knees atop Jason's thighs, slipping his boxers to his ankles 
behind her. Brush-tipped tail swaying behind her, she lifted her dress off of her body slowly, baring her 
soft belly, then her bare breasts, then finally removing the dress past her head and dropping it to the 
floor. Sitting up, her panties came next, her six inches of girl cock flopping free from the cloth with ease. 
Like Jason, she too was pent up, her gonads swollen with her spunk.
	No time to waste. She leaned forth, giving Jason a quick smooch on the lips, inching her hips 
forth toward his groin. Lifting her curvy rump up and into the air, she made a brief show of parting her 
crack open, rubbing the tip of her best friend's penis against the pucker of her ass. Then, gingerly, Rachel 
released her rear, leaning forth once more, planting her palms on the sides of Jason's chest. She stared 
into his eyes deeply, and with a small smirk, let her rear push downward around his shaft.
	She moaned softly, feeling herself push his cock into her rump. He did the same, feeling that 
tight ring of muscle part around his shaft, engulfing it in the hot, slick confines of her rear. His strong, 
thick hands planted softly to her hips, raising up as she did. Down she went again atop him, pushing her 
lover's thick shaft deeper into her ass. She gasped softly. He groaned in pleasure, gazing lovingly into her 
eyes.
	She sped up, rising and pushing down around his cock harder and harder, bouncing on his lap, 
fucking him passionately. Her gasps turned to moans, his back arcing as she made love to him. Her 
tawny-furred breasts wobbled up and down from her sensual movements, pink nipples firm, her cock 
wiggling and dripping with fluid. Her balls slapped against his waist, his against her butt crack.
	"Ohhhh... oh gods, Rachel... you horny little love, you..." gasped Jason, his palms now sliding up 
the sides of his love's abdomen, curving across her midsection and onto her round, jiggling orbs atop her 
bosom. He squeezed her nipples gently, rubbing over them with his thumbs. It drove Rachel wild, the 
lioness' head rolling back as she moaned louder, fucking him harder. The inside of her rear was starting 
to ache, but it didn't matter. Here she was, making love to her best friend on a chilly mid-winter night; a 
sore ass in the morning was worth the lusty night's passion.
	Jason cried out, louder and louder, now holding on dearly to his dear friend's tits, nearing 
orgasm. "F-fuck...! Rachel, I'm, I'm gonna...!"
	"Do it", she pleaded, rolling her head back, pressing her hands on his shoulders. "Fill me up, 
lovely... cum for me...!" She clenched his cock as hard as she could, forcing that member as far as it 
would go inside.
	It wasn't long before Jason did just that. He thrust upward, a lion's loving bellow bursting from 
his maw, hot cum bursting out from within him at the same time. Thrice more he plunged his shaft 
deeper into Rachel's ass, letting his passion loose inside her in long strands. At the end of it all, he fell 
back onto the bed, panting heavily. Lion spunk oozed from from the lioness' sphincter. Jason had 
emptied all the spunk he'd been saving up over the last few days into his lady friend, and now lay there 
in afterglow.
	Breathing deep herself, Rachel gradually pulled herself upward, Jason's spent shaft sliding out 
from her rear, coated in his seed. "Whew... that... that was wonderful". She leaned forth once more, 
kissing Jason on the neck. His mighty arms wrapped tenderly around her, the lion nuzzling his lioness 
once again.
	"Mmm... indeed", he rumbled softly. "But... you haven't blown your own load, sweetheart... 
how do you want it...?" He dreaded her answer, not quite ready for the response he was expecting; as 
she spoke it, his heart sunk a bit in immediate apprehension.
	"Hmmm... well, how about I put it in your butt this time...?"
	Jason was no stranger to sexual situations, the bisexual lad having made love to both women 
and men in the past. But of all those times, he had yet to be penetrated himself, despite taking his past 
partners in their mouths or rumps before. "I... I was afraid you'd say that", he said softly, heart racing.
	"Hmm?" Rachel canted her head curiously. "Why's that, dear...?"
	Jason grimaced. "Well... I just... y'know. I've had romps before, but..."
	Rachel blinked. Was something wrong with her? No, she thought, couldn't be. As such, 
confident it was no big deal, she smiled softly, teasing him a bit. "Well now... if I were still called 
Raphael, you'd surely let me fuck you in the ass, right...?"
	Jason sighed. "Of course I would, Rachel. And I'm going to let you have your way with my ass as 
you are now. But... I've just... this is my first time taking it there. I've blown guys before, but never been 
penetrated by them".
	The transgender lioness blinked again. "...oh". After a pause, she asked sheepishly, "...do you, 
um, want to just suck me off instead...?"
	"No", Jason said, sitting up. His strong muscled chest met his best friend's soft bosom, and 
holding her around the hips he looked lovingly into her eyes. "...Rachel. I want you to bend me over and 
fuck me right in the ass. I want to whine and moan like your little bitch. Do you get me...?"
	His words caused her prick to stand up, throbbing in anticipation. "Y-yes..." Rachel replied 
nervously, then firmly after, "...yes. Jason, I'm going to give you a sore ass to match my own". Her hands 
flew to the back of his head, parting his scruffy hair, and she leaned forth, plunging her barbed tongue 
past his lips. His eyes shot open in surprise, but closed soon after, the two making out with each other. 
Their kiss lasted at least a minute, then was reluctantly broken by the lioness.
	"Oh... okay". Rachel said softly, backing up a bit on her bed. "I'll... I'll start easy on you. I'm going 
to finger your butthole a bit, to start you off. Then I'll--"
	Jason's fingertip met her lips. "Nonsense", he said with a soft smile. "Take me any way you want, 
but I'd love for you to really lay into my ass. Dominate me". He backed up himself, rolling onto his front 
and getting up onto all fours.
	Both the cats' hearts raced at this point. Jason was about to be penetrated for the first time, and 
as he slowly raised his tail for his girlfriend, Rachel shivered a bit herself. She had always seen Jason as 
the strong, macho type of boy -- to see him now, teasing by swaying his tight ass to tease her, ready to 
take her cock...
	No. She steeled herself, crawling forth and mounting him. Her best friend. He deserved better 
than to have her flake out, and after having made him orgasm with her own ass, why not pleasure 
herself with his? It was only fair, right?
	"C'mon", he said softly, his head turned away from her. He was gritting his teeth, ready to feel 
the sting of his anal virginity being shattered forever. "Do it... fuck me..."
	Rachel took up her shaft, rubbing the head of her girl cock against Jason's pucker. It was now or 
never. With a gentle push forward, the tip went inside. She felt him naturally clench, and she hesitated 
for a brief second, but gathering her courage the lioness bucked her hips slowly forth. Now, the lion 
gasped, for it was the lioness' turn to play.
	Jason couldn't help but blush bright, his rectum expanding against his own accord, only to be 
filled with his lover's cock. Every inch of her meat went inside him, and his knees wobbled as her balls 
touched the back of his ass. So this is what it felt like. Every man and woman he'd ever taken in the ass 
must've felt this same sensation.
	His cock stiffened. His breathing grew shallow. His heart began to beat faster and faster. He 
loved it.
	She pulled back, extracting about half her length from his ass before pushing in deeper, adding a 
bit more force behind her second buck. He gasped again. "R... Rachel... ohhh, Rachel~"
	Her breasts glided against his arced back, her cock thrusting in deeper and deeper. She 
increased her speed, feeling his lungs expand from behind him as she panted. "Jason... oh, Jason, are 
you...?"
	"Harder", he demanded. "Give it to me, girl".
	And that's just what she did.
	Thrusting back and forth into his ass, Rachel's balls slapped against the lad's rump, occasionally 
touching his own genitals. Both hands firmly holding his hips, she started to fuck him into submission, 
growling lustily just inches behind his head. He moaned out, squealing in a light falsetto in the hopes of 
further stimulating his lover. Her right arm reached down, fondling his member, stroking him while she 
plowed him. It wasn't long before Jason felt a painful twinge within his rectum, but he kept on taking it.
	"J-Jason... you're fucking me back!"
	He was, his hips swaying back as she pushed forward, and he hadn't realized it until she 
announced it. Blushing bright, he continued to cry out in a feminine voice. Tears began to form at his 
eyes, the pain of his first penetration combined with the pleasure and passion he felt for Rachel. His 
balls dripped out with what was left of his seed.
	Rachel's heart raced, her pearly fangs now nipping at her boy toy's shoulder. She'd never slept 
with her best friend before, but it was a dream come true now. She was barebacking his ass. He was 
crying out like a girl. It was driving her crazy in love and lust, and she couldn't help but plow him as hard 
and as fast as she could. His virgin ass was so tight, so warm, and she was certain she'd hit his g-spot on 
more than a few occasions.
	Then, at last, she cried out herself, her moans turned to ladylike whines of passion. Before she 
knew it, she thrust herself balls deep inside, and her member let loose a deluge of her sticky, hot goo. 
Her balls shot forth with fervor, squirting semen deep into Jason's ass through her throbbing shaft and 
out her tip inside of him.
	It was over before the two knew it. At last Jason's weakened knees gave out, Rachel falling atop 
him as he leaned into the soft mattress below him. She rolled him onto their sides, the lioness snuggling 
with him from behind. She did it; she had just slept with her best friend.
	They did it, she corrected herself. With Jason panting deeply in front of her, she smiled impishly, 
"So. How was it like, getting fucked by a girl?"
	"Amazing", he said lovingly. "You'll have to make a habit of it, won't you?"
	"But of course, my lovely lad", she softly spoke, wrapping her arms around him. "Love you".