This came to me out of the blue, it may have been a dream. Not sure. But when the plot bunnies start running, I have to write it down. I hope you enjoy!

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Timon woke with a start as he felt a shadow cross over him. He opened his right eye a crack and saw the silhouette of Simba walking, the moonlight illuminating his fur and casting silvery shadows as he walked. Timon opened his other eye, and he stared at the canopy.

Another nightmare, perhaps? He thought. Ever since Simba had come to them, all those years ago he had been plagued by nightmare after nightmare. Even now, more than five years later he still couldn't sleep through the night.

Despite their friendship, Timon really knew nothing more about Simba than what he was told on the first day he met the cub; that Simba had run away, and that he was not wanted. He was an orphan, a cub without a mother, or a father. Sometimes Timon wondered if he and Pumba were doing a good job raising him. It wasn't like they had any practice before this.

Simba was always guarded about his past. He would talk openly about his future, about the weather, the bugs he ate, the pools he discovered but the moment Timon brought up anything that had to do with before, Simba would get quiet. It was like he was pretending that the past didn't happen, like his life started the day he came to Timon and Pumba. Timon knew that someday, they were going to have to talk about it. It wasn't good keeping emotions bottled up like that, but he figured that when Simba was ready, he would talk.

Timon sat up, and looked in the direction that Simba had walked. He had been gone for a long time. Too long, in Timon's mind. Quietly, as to not wake up Pumba, Timon got to his feet and started down the path.

He found Simba in his usual spot; on a log, looking across the lake. The stars reflected perfect on the quiet waters. There was no breeze tonight, the jungle was still and quiet.

"Beautiful night, for stargazing." Timon said, when he was in hearing range,

Simba started in surprise.

"Did I wake you?" He asked

"Nah, I was already awake. Some nights my mind won't turn off." Timon said, waving his hand.

"May I join you?" He asked

Simba nodded, and shifted over so he could sit.

They sat side by a side, a comfortable sort of quiet falling over them.

"Sometimes I think I've lost him." Simba then said, in a small whisper.

Timon turned his head, "Who?"

"Me."

Timon stayed silent for a moment, this was a rare mood for Simba.

"What do you mean?" Timon asked

"I just...I don't know who I am anymore." Simba replied.

"Well, I know who you are. You're Simba." Timon answered

"I know that." Simba sighed, "But who is he? A runaway? A prince of the forgotten? A nobody?"

"Well I know something." Timon said

Simba turned to him, "You're definitely not a nobody."

Simba smiled a little.

"Simba, you know you can talk to me, right?" Timon said

Simba nodded.

"I know I come across as a bit of a nutball sometime. But there's one I know about myself for sure, and that is I am a good listener."

Simba smiled, "Thanks, Timon."

Silence descended upon the pair again, the only sound the ringing of the night insects. A night bird wallowed a long lonely note that rang across the lake.

"There was a lion cub I knew once." Simba started, making Timon jump.

"He was a prince, and he was stubborn as a pig—no offense to Pumba."

"Hah, non taken." Timon said, laughing a little bit.

"Anyway, this prince. He never took anything for granted. He just strode around Pride-his home-, thinking he was already king of the world."

Timon suddenly had the sense that Simba wasn't talking about another lion, he was talking about himself.

"One day, the prince was fooling around playing in a gorge. Not paying attention, and being a bit of an idiot he caused a stampede. "

Simba stopped, and Timon heard his breath hitch.

"The King tried to save him. The prince survived, but the King didn't. The King died and it was all the prince's fault."

Simba's breath hitched.

"It was all his fault." Simba's breath hitched again, and to Timon realized that he was battling for composure.

"And the prince couldn't live with his mother knowing that he killed the king. So he ran away from home."

"Why did he run away? Surely they would have understood." Timon asked.

Simba put his head down on the log and covered his eyes with his paws.

"He couldn't handle the pain he caused everyone. He was ashamed."

Silence once again descended upon them, now and then broke with Simba's hitches for breath. The night bird let another long note, the crickets sang their sweet song. A frog croaked deep in the distance, a throaty loud noise that Timon was sure took every muscle in the body to produce. Timon looked up, and his eyes traced a shooting start.

"He is unlovable." Simba sobbed.

Timon put his hand on Simba's head, feeling the soft, golden fur.

"Nobody is unlovable, Simba." Timon answered.

Simba opened one eye, and peered at him through his paw.

"You really think so?" He asked

Timon nodded, "I know so." He smiled.

"What happened to this prince of yours?" Timon asked

Simba shrugged his shoulders, "I lost touch with him, after that."

"Do you think you'll ever find him?"

"I don't know." Simba sighed.

A firefly lazily flew by them, it's little glow casting green shadows across the log and Simba's face. A fish jumped out of the lake, causing a loud splash that made Simba jump. Timon watched the ripples as they waved across the clear water, causing the reflection of the stars to warp and contort.

"That was some story, Simba. I hope this prince -whomever he is-finds happiness, and that he's not being dragged down by the past. Do you remember what I told you the first day I met you?" He asked

Simba smiled, "How could I forget?"

He straightened up, "You've got to put your behind in the past. No...wait that's what Pumba said, you said "you've got to put the past behind you." It was the first piece of advice I had heard that made sense."

Timon laughed, "It's a good saying. But what it doesn't just mean forgetting about the past, in order to put it behind you, you have to let it go. Let it roll off, like water off a duck's back."

Simba finally looked over at Timon, "Where do you get all this wisdom from?"

Timon smiled, "my mother was a once a wise shaman."

"I see it runs in the family." Simba said, laughing a little. The sorrow in his eyes finally seemed to be defrosting.

"I-." Simba started to say something, but then he was interrupted by a large, loud yawn that showed all of his teeth.

"I say it's time to head back to bed, don't you think?" Timon asked

Simba nodded his head, he stood up and stretched.

"Timon?" He said

"Yes?"

"Thanks."

"You are welcome, my friend." Timon said, patting his paw. Then, together, they headed back into the jungle. Timon smiled as they walked, he may never really know Simon's past, but tonight he realized that on some level, Simba had told him what happened to him.

And that was good enough for Timon.

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