This story is a work of fiction based on fictional characters, if you're not
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ThunderCats: Lion-O's First (MF)
by Mugetsu G ([email protected])

Having stayed behind at the Cat's Lair with Lion-O as the other's searched
for Thundrillium, Lion-O and Cheetara stayed behind to try and follow
Panthro's instructions in fixing a very minor problem with the Thundertank.

"There we go, that should do it," Cheetara said as she snapped one final
cable into place and shut the hood of the tank. "Now let's see if this thing

The two of them jumped into the Thundertank and drove around in it a bit
before parking it in the garage underneath the lair's right paw.

"Not bad for two amateur mechanics," Lion-O commented as he and Cheetara
jumped out.

"Not bad indeed," Cheetara agreed. "We're going to the festival in the Berbil
village tonight and we're leaving as soon as the others return with the
Thundrillium to refuel the Thundertank. We're both a mess so why don't you
go take a shower first and I'll clean up around here."

"Ah yes the Berbil festival. I almost forgot I got so completely wrapped up
in this. We can't disappointment them can we?"

Lion-O went back inside to get cleaned up.

"The body of a man and leader, but still he acts likes he's a child
sometimes," Cheetara commented to herself as she started to clean and pickup
the mess they made.

It wasn't but minutes before Cheetara had the garage cleaned up and was
inside the Cats Lair heading towards the bathroom to shower herself. The
shower was quiet so she knew it to be empty and as she walked down the
corridor she saw Lion-O's door not closed all the way and she peeked

"Oh my!" Cheetara gasped as she peered upon a nude Lion-O in the process
of changing. Always wearing that costume and hardly ever seeing Lion-O
barechested let alone nude, Cheetara was delightfully surprised to see
how well built and even more handsome Lion-O was. Then her eyes dropped
down to his penis. Even soft it was larger than that of any member she'd
had ever seen. It was definitely something that could fill her up and
she could get off on.

Cheetara quickly cleared her thoughts and scolded herself for having such
thoughts about a fellow Thundercat and she grabbed her robe from her room
before making for the bathroom. As she cleaned herself in the shower her
thoughts keep going back to Lion-O's nude form and it became more than she
could bare. Cheetara reached with her hand rubbing her clit some before
closing her eyes and inserting two fingers into her pussy.

"Oh god!" She moaned as she leaned on the shower wall with her free arm
and continued to furiously dig at her box with her fingers as thoughts of
Lion-O's large cock penetrating her raced through her head.

"Lion-O!" Cheetara moaned hiding it as best she could as she reached a very
quick orgasm. Cheetara then shut the shower off and pulled out her fingers
licking them clean as she pretended it was Lion-O who had just come and she
was now cleaning.

"Cheetara you ok?" Lion-O asked knocking at the bathroom door. "I thought I
heard you call my name."

"No, no, everything's fine. I zoned out for a bit and had a dream," Cheetara
responded as she quickly robed and walked to the door stopping in front of

"While you were in the shower?"

"I know it's strange, but yes," she answered almost reaching for the
doorknob, but stopping.

"Well, ok. I'm going back to the control room to see if I can pick up the
others on the scanner."

"Hey Lion-O..."

"Yes Cheetara?"

Cheetara's urge overcame her better judgement and she opened the door.

"Can we go back to your room? I need to talk to you about something."

Cheetara wasn't a prude by any means, but her lack of modesty caught Lion-O
off guard. She was wearing nothing more than her robe, which wasn't closed
and hung loose on her. Cheetara's breasts were almost bare and Lion-O could
partially see one of her nipples. Lion-O barely looked down long enough to
see Cheetara's slit before bringing his eyes back up immediately.

"Lion-O? You ok?"

Lion-O blinked his yes a bit before answering.

"Yeah sorry. Everything's fine," he lied as he felt his member stiffed. He
was glad at the moment that his suit bottom was stiff enough that it didn't
tent up, as he bed sheets had when he was on the ship escaping Thundera and
thoughts of Cheetara crossed his mind.

"So can we go back to your room?" Cheetara asked again.

"Umm... sure," Lion-O agreed starting get uncomfortable with the situation.
"Why can't we talk out here though?"

"Because I have something to show you too."

"Uh... uh... Ok I guess," Lion-O awkwardly agreed as the two of them walked
to his room.

When they were inside his room Cheetara shut and locked the door behind her.

"What did you want to talk about Cheetara?" Lion-O asked still nervous about
the erection he still had and Cheetara finding out.

Cheetara responded simply by dropping her robe and walking towards Lion-O.

"Ah... Cheetara you're naked," Lion-O stammered as he backed up and fell
backwards onto his bed after running into it.

"You've grown to be very handsome and charismatic Thundercat and you do well
as the leader of the Thundercats. Yet you're still a child in some areas."

"What... What do you mean?" Lion-O asked squirming and backing up on the bed
as Cheetara stood at the foot of the bed.

"We all have our urges, I know about you on the ship when we escaped

"You do?!?" Lion-O asked blushing.

"Yes I do, and it's nothing to be embarrassed about. It's completely
natural. Tygra and Panthro have the urges too. Don't repeat this to anyone,
but when they go visit Queen Wila's village it's not always to help them
fight the mutants or build their village."

"It isn't?" Lion-O asked with a confused look as he just sat there on his bed
and did nothing as Cheetara loosened his suit.

"Take off your suit," Cheetara asked ignoring his question.

"But... but..." Lion-O stammered not being able to come up with anything to

"Lion-O whatever it is you're embarrassed about, you don't have to be. Trust
me," Cheetara reassured him.

"Ok...," Lion-O said as he stood up and ashamedly stripped naked with his
dick still fully erect.

"See? You're having an urge right now," Cheetara whispered as she stroked
Lion-O's shaft a bit.

"Oh god!" Lion-O said pulling back and getting on the bed as a white sticky
substance shot from the head of his cock at the slight touch of Cheetara's

"Lion-O don't worry, I feel like you do right now," Cheetara said as she
slipped two fingers inside of herself and removed them revealing her own
sticky goo. "See?"

"So what happens now?" Lion-O asked nervously.

"Well you just lay back on the bed and I'll do everything," Cheetara
reassured Lion-O as she pushed him back onto his back.

"Oh... ok..."

Cheetara got on her knees in front of the bed with Lion's dick right in front
of her face.

"Now what I'm about to do is not actually having sex in the sense of the word
when you refer to animals mating. This is done by females to pleasure males.
Some don't like to do it but I do."

As Cheetara finished she took hold of Lion's member and rubbed it up and down
a bit before taking it's head into her mouth.

"Oh Cheetara it feels so nice... Warm and moist..." Lion-O moaned as he felt
her tongue wrapped itself around his member and slide up and down. Her lips
providing nice pressure as it followed behind.

"But my thing feels funny, like it's tingling."

"That's your dick not thing, and don't fight the feeling. Go with it,"
Cheetara said lifting her head up momentarily. She then wrapped her lips
around the side of his prick and ran it up and them up and down before
stopping to lick and suck on Lion-O's scrotum.

"Oh god! Cheetara!" Lion-O grunted as Cheetara's lip action was more than
he could take and his cock shook violently before erupting and shooting white
fluid out.

"Good boy!" Cheetara gleed as she raised her head quickly and stuck out her
tongue catching some of his come on it.

When Lion-O settled down Cheetara licked up as much of his juices as she
could from his body and the bed sheets.

"I'm sorry Cheetara I didn't mean to. I didn't mean to make a mess," Lion-O

"No it's alright, I love it when a mess is made. It just means you want to
be with me more."


"Yes Lion-O really, and see how your dick is still erect even after you came?
That's another sign you want to be with me."

"Can I stick my cock in you? Like Panthro?"

"Panthro? What're you talking about?"

"I saw you two doing it, near one of the hot springs last week."

"So you were spying on us?" Cheetara asked feigning irritation.

"No, no, me and Snarf were out and he took off and I... I was looking for
him... S-sorry," Lion-O stammered.

"Don't worry Lion-O I'm just kidding," Cheetara laughed. "But I would most
certainly love your massive cock inside of me."

Cheetara got off her knees and climb onto the bed positioning her cunt above
Lion-O's prick.

"Now when I lower myself, it's going to make us both feel very good, and I
want you to place your hands on my hips," Cheetara instructed.

Lion-O as he was instructed and Cheetara was soon sitting in his lap,
Lion-O's member engorged deeply inside of Cheetara.

"I'll help, but now I want you bounce me up and down on her penis, until it
makes a mess like it did when I was licking it."

"Oh god! I'll try!" Lion-O groaned as his groin ached again by Cheetara's
mere touch.

"Excellent! You're doing good Lion-O," Cheetara reassured him as they worked
in unison and Lion-O's prick was working its way in and out of Cheetara's

"Cheetara... oh god..." Lion-O breathed heavily as Cheetara slammed down hard
on his member each time.

"Oh Lion-O... Keep going..." Cheetara groaned as the large member continued
to split her wide open and bottom out inside of her.

"Oh my, it's going to happen again!" Lion-O exclaimed as the pressure
continued to mount.

"Come for me Lion-O! Come for me!" Cheetara screamed as her body was
starting to shake and her pussy clamped down on the dick inside of her.

"Cheetara!" Lion-O shouted as he shoved her down on his member one last time
before it exploded and painted her insides white.

"OH God! I'm coming Lion-O!" Cheetara shouted in ecstasy as she felt her
insides fill up with Lion-O's cum which started a reaction in her own body.
Cheetara leaned forward and grabbed a handful of bedsheets in each had as her
body spasmed with orgasm and her juices squirted out mixing with Lion-O's.

When Cheetara finished coming laid on the bed next to Lion-O for a moment
before getting up.

"See how good and natural that felt Lion-O?" Cheetara asked as she put her
robe back on.

"Oh god yes Cheetara. When can we do it again?"

"You'll know when it's time again. Remember this not something to be abused.
Now if the others aren't back yet, they will be soon so we better get ready
for the festival."

* * *

"Ah yes, it's that time in his life isn't it? Good work Cheetara," Panthro
said as he removed his ear from the door and walked down the corridor.


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