These thirsty young lions jumped out of their skins after they stopped for a drink - and a crocodile lunged out of the water and snapped its jaws.
Wildlife photographer Kathleen Reeder, 56, was amazed as the juvenile lions first growled, but then quickly backed away from the pond in shock.
And before the surprised photographer or the lions could catch their breath, the hungry reptile had disappeared back under the water.
Kathleen said the experience at Ukutula Lion Centre, in South Africa, was "thrilling".
She told Rex Features: "The lions were quenching their thirst with a drink of water from the pond's edge.
"When the crocodile suddenly appeared they started growling at the water.
"The moment the crocodile lunged out of the water, the lions were seriously startled and jumped back as fast as they could.
"No lions were hurt but there's no way they were going back to the water line on that day."
She added: "Sometimes even when you expect something to jump out and scare you, when it happens, it stills scares you, every time.
"And it certainly scared me! I felt the same as the lions when the crocodile came out.
"By the time I took a second breath, the crocodile had descended back into the pond waiting for another day to make an appearance.
"It was thrilling to have experienced this moment."
Kathleen was leading a photo safari in South Africa and was on a 'lion walk' with staff and the one to two-year-old lions at the park, an hour from Pretoria.
She added: "Ukutula offers a lion walk to their guests, where one can walk with juvenile lions and staff on trails.
"It's a wonderful experience to be up close with these beautiful animals."
Staff at the park have named the crocodile Sparkly after one of the guides.