Disclaimer: I don't own anything, I'm only doing this for entertainment purposes, I am not trying to make any money off of this or anything else I may post on this site. Onward!

A/N: This short little piece is intended to take place sometime soon after the conclusion of The Lion King 1 ½. I'm sorry for starting it so abruptly, but it was just the way it ended up being written.

Interlude

By: Numbuh 12

It was at a random, run of the mill moment, on a calm, clear night when Pumbaa first realized how physically smaller Timon was in comparison to him and Simba. He knew how strong-minded and brave his best friend was, but Timon also had a good amount of common sense, and he knew when it was better to run and hide than to stay and fight. A mental flash of Timon, terrified, staring wide-eyed at hyenas, caused Pumbaa to outwardly flinch, ducking his head and closing his eyes. He absolutely hated seeing Timon scared or upset.

In one of those abrupt flashes of insight that Pumbaa periodically got, he suddenly wondered how Timon felt, having to depend on Pumbaa and Simba sometimes. Timon was an independent meerkat; while he had really mellowed out once he finally made the long time coming decision that he could in fact be Pumbaa's friend without being slapped in the face with immediate negative consequences, he was still too proud for his own good sometimes. Pumbaa wanted Timon to know that he admired and enjoyed his small friend's company, and didn't stick around out of a sense of pity or selflessness.

The warthog's thoughts were broken when the subject of his deep thoughts suddenly strode through the brush, smiling good-naturedly with drooped, tired eyes.

"Sorry I took so long, Pumbaa," said Timon, walking up and craning his neck to look up at the previously brooding warthog. "It takes a lot to draw oneself out of that spa pool sometimes. I kept drifting off."

Pumbaa smiled affectionately, understanding. "No problem, Timon. Hakuna Matata."

Timon's sleepy smile grew, and then abruptly vanished as he blinked and actually focused on his best friend. Pumbaa started at the sudden mood change, confused.

"Pumbaa? What's the matter? You look…troubled."

Pumbaa flushed, glancing off to the side as if looking for a crawling bug to distract him from Timon's sharp gaze. "What do you mean, Timon? I'm fine!"

Timon, now wide awake, narrowed his eyes suspiciously. "No, you're not. Did you drift off and have a bad dream?"

'Oh, Timon…' Pumbaa's eyes flooded with tears as all of his anxiety and affection for Timon rushed him at once. The meerkat in question gaped, now completely alarmed.

"Pumbaa!" Timon dashed forward, eliminating the rest of the distance between the two and grasping one of Pumbaa's hoofs with both of his hands. "Buddy, what's wrong?"

It was completely ridiculous. Everything was fine, Timon was safe and well. Yet the feel of the meerkat's two small hands covering only one of his four hoofs caused a bolt of…something, to shoot through Pumbaa's stomach. He tried unsuccessfully to blink away his tears, looking morosely into Timon's concerned eyes.

"Timon," burbled the sensitive warthog, "you know I would never, ever, in a million bajillion years ever hurt you, right?"

"What?" Now it was Timon's turn to be confused. "Pumbaa, what are you talking about?"

"Please, just answer the question, Timon."

Timon's confusion slowly faded, softening with affection. Gently squeezing Pumbaa's hoof, he murmured quietly, "Pumbaa, the first time we met, in the underbrush, I didn't know you. It had been ingrained into my head since I was a pup by Ma and Uncle Max that anything bigger than me would eat me without a second thought. But I know you now, and I know better."

At Pumbaa's still perturbed look, Timon sighed and scooted closer, placing himself underneath Pumbaa's leg as a kind of blanket. Snuggling into his friend's warmth, Timon blinked sleepily up at his friend.

"Besides, you were as scared of me as I was of you when we first ran into each other, literally. I don't think you have…anything to…worry…about…" With that, Timon drifted off to sleep.

Pumbaa took a deep, shaky breath, smiling shakily. He'd be doing some more thinking tomorrow, but for now, his fears were allayed. Closing his eyes and settling into the soft ground underneath him, he muttered softly, "Thanks Timon. G'night, buddy."

A soft snore was Timon's only response.