(A/N: The sequel to Max's Weakness. Enjoy!)

Recap:

After he caught his breath, he slowly stood up, a menacing glare on his face, and looking directly at his evil nephew. "You, are DEAD, sonny boy," He growled out, an equally menacing smile growing, and baring his teeth.

"… AAAAAAHH!" Timon screamed as he jumped to his feet, and ran for his life, as Max jumped up, snatched Shenzi's feather away, and ran after him. "LEAVE ME ALONE!" The girls heard Timon scream in fear.

"Only our boys," Shenzi giggled in amusement.

"Yeah," Vitawny nodded in agreement.

Max's Revenge

Timon was running for his life, his vengeful and furious uncle hot on his tail, with a feather on hand. "HELP!" He screamed out, hoping somebody would hear him, "HELP ME!"

"Nobody can hear you, Timmy!" Max's menacing smile grew, if that was possible, "Don't waste your breath." Timon stayed silent as he kept running as fast as he could; Unfortunately for him, Max was faster; and he was catching up fast!

Not noticing an obstacle in his path, Timon increased his speed, but he tripped over a tree root, and fell on his stomach! "Aha!" Max jumped on him the first chance he got, and they wrestled around, until he pinned Timon on his side.

"HELP!" Timon screamed out again, but louder.

"Don't waste your breath, sonny boy," Max told him again, as he grabbed his nephew's arm that wasn't on the ground, and forced it up by his head.

Meanwhile with the girls, Shenzi had explained the whole situation to Vitawny, who cracked up at the story. "Oh man," She giggled, "That's great! How high did he jump?"

"Like 2 feet in the air! Probably 3!" Vitawny cracked up with her again, but they abruptly stopped when they heard something.

"HELP!" They heard a familiar voice scream in fear.

"That's Timon!" Shenzi exclaimed.

"C'mon," Vitawny broke into a run, with the other hyena following, until they found their boys on the other side of a small-ish tree root. And much to their surprise (not really), Max had Timon's arm forced up, and was tickling under it with the feather he stole from Shenzi.

"Aahahahahahahahaha!" Timon laughed as he was already struggling, "Uhuhuhuncle Mahahahax pleheheheahahahase stohohohohohop!"

"Ohoho, that is not happening, sonny boy!" Max taunted, but gazed upward upon hearing familiar giggles. "Oh, hey girl," He said to Shenzi. "Special girl," He smiled at Vitawny, and she blushed and giggled some more, her ears drooped down timidly. He then turned to Timon. "Hey Timmy, your girl's here!" He taunted him.

"Sh-Shenzi? Ohoho, thank goodness! Shehehehenzi, hehehehelp mehehehehe!"

"I don't think so," His wife giggled. "You had this coming, babe; Just admit it." Then to his surprise, she pinned his arms to the ground after Max pushed him on his back. She then leaned down and forward, so her face was less than an inch above his. "Hello," She smiled.

"Shenzi, let me go!" Timon struggled around some more, "Please!"

"Mmm… no," The hyena shook her head tauntingly. She was already having fun, and she was hardly even doing anything! "Max deserves to have his little revenge. In fact…" She snatched up another feather off the ground, and tickled his ribs with it, pinning his arms down with her hind feet.

"Shehehehehenzihihihi!" Timon laughed as he squirmed around, "P-please stohohop! Hahahahahahahahaha!" His laughter increased when Max started tickling up and down his sides, and on his stomach.

"Not 'til you apologize," Max told him, as he tickled between his stomach and hips, a very ticklish spot on him.

"Aaah! Hahahahahahahaha! Nohohohohoho!"

"You are so stubborn," Shenzi giggled, "I guess you need to be convinced." She winked at Max, as she drew the feathers away, and he drew his hands away reluctantly.

"A-are you guys d-done?" Timon panted.

"Nope!" Shenzi replied cheerfully.

"I'm going to say this again: Are you sorry for tickling me?" Max asked him.

"No," Timon smirked, and his wife rolled her eyes in amusement.

"Fine," Max shrugged, "Then I guess we'll have to make you apologize to me."

On cue, Shenzi lowered her little paws down, and started lightly stroking his armpits with one claw each. "Coochie coochie coo!" She giggled, as Timon was biting his lip, and had his eyes squeezed shut. "I knew he'd resist," She smirked.

"He'll crack," Max smirked devilishly, as he targeted other sensitive spots on his nephew's body; between his hips and stomach, and right under his armpits. Timon let out a small, but clear whimper as he squeezed his eyes shut tighter, and his fingers spread out, and bunched into fists at the unbearable ticklish feelings. Then the feeling of six claws and eight fingers in his armpits at once became too much for him.

"AAAH! Hahahahahahahahahaha!" Timon laughed hard, as he struggled and squirmed around to try to escape, but to no avail. He started getting tears in his eyes, as his wife and uncle were tickling his armpits, his most ticklish spots. "Ohohohokahahahahay! Okahahay! I'll sahahahay ihihihit! I gihihihive! I gihihihihive! Just stohohohohohop!"

"Say it first, and we'll stop," Max smirked, as he drew circles in his ticklish armpits.

"I'm sohohohohorry!" Timon laughed.

"What's that? I couldn't hear you," His uncle teased him, still tracing circles.

"IHIHIHI'M SOHOHOHOHOHORRY!" Timon shrieked out, as tears soaked the fur on his cheeks. Max smiled, as he and Shenzi drew their hands/paws away, and jumped on the ground off of him. Timon immediately sat up, his arms falling down, and covered himself the best he could with his arms, panting like he just ran away from a pack of rhinos.

"Timon, the next time you decide to mess with me," Max smirked, "Remember that I won't just let it slide." He took his hand, and helped him stand up.

"No hard feelings, okay?" Shenzi giggled, as she kissed his damp cheek.

"I dunno," Timon narrowed his eyes at her. But she plucked a blade of grass, and brushed his side with its tip teasingly. "Aaah! Hahahahahahaha! Ohohokahahay! Okahahahay! No hard feelings! Just stop! Hahahahahahahaha!" Shenzi immediately obliged, and dropped the grass on the ground.

After she and Timon went off to go bug-hunting together, Max stayed put. Vitawny had been standing in place during the whole situation, and he didn't even notice. Smirking, she sneaked up to him, staying quiet, and gently ran one of her claws down his back along the middle of his spine, and he flinched and flailed his arms around before ducking down. When he saw his wife struggling to hold her giggles in, he just rolled his eyes. "You too?" He muttered, as she let out her giggles, which sounded quite cute.

"I, I'm sorry, I just couldn't resist," She giggled, "Did you forget that I was here?"

"Yea, kind of," Max shrugged. "Sorry, Vit."

"It's okay," She smiled. "So, why don't we go practice digging tunnels?"

"Let's practice," He smiled, as she trotted up to him; He wrapped his arm around her shoulders, and pulled her close to him.

"So, do you feel good after giving Timon his comeuppance?" She asked him.

"Sweetheart, I've never felt better about anything in my life."

"Even better than when we married?" Vitawny raised an eyebrow at him and smirked impishly.

"Okay, Timon's comeuppance is a close 2nd," He shrugged, before he kissed her temple, in front of her ear, and she giggled and blushed timidly.

"… Race ya!" She said after some silence, and dove underground, getting started on her digging right away.

"Hey!" Max dove in soon after, digging a tunnel right next to hers, before they merged together, and the meerkat and tiny hyena were right next to each other. "I'll beat ya!"

"No, I'll beat you!" Vitawny corrected him. In a sneaky move, she quickly reached over with one paw, and tickled his side. "Tickle, tickle!" She giggled, as he covered himself, and shoved her paw away, and she quickly started digging some more.

"Hehehey! You sneak! That's cheating!" He laughed, before he started digging after her.

Later, Vitawny made it to the "finish line", aka by the river with the waterfall, first. "Yes!" She cheered, pumping her paws in the air in a victory pose; Yet she was oblivious to Max popping out behind her. Smiling devilishly, he stood up, lowered his hands down to her little body, and abruptly started tickling her.

"AAAH! Hahahahahahahahaha!" Vitawny squealed, her blue eyes widening before bursting into fits of giggles, as he tickled her sides, neck, back, stomach, and ribs, and even going under her arms. She fell on her back, as Max tickled up and down her sides, her most ticklish spots. "Aaah! Stop! Stohohohohop! Hahahahahahaha!" She squealed again and squirmed around, as Max ran his index fingers down her ticklish sides and back up. "Stohohohop thahahahat! That t-tickles! Hahahahahahahaha!"

"This is what cheaters get, missy!" Max teased her, before he stopped after almost a minute. A panting and giggling Vitawny sat up and covered her sides with her arms. "Okay, you're off the hook, sweetheart," He smiled at her. "… for now," He teased, before rubbing his nose on hers in a cute Eskimo kiss, as she giggled some more, and reciprocated. "Best 2 out of 3."

"You're on!" Vitawny decided, before they dove underground in their tunnels simultaneously.

(A/N: Max, Timon, Shenzi, and the original movies don't belong to me, but Vitawny does.)