A/N- I do not own the lion king. The song, Growing Up, is part of the Care Bears: A new generation movie, and is performed by Stephen Bishop. PM me for a link to the song or check youtube. Please REVIEW!

Growing Up-

Feelings, we all have feelings

We like to give our love and get love back

It's part of caring, you're learning caring

The morning sun filtered softly through the small green leaves, bathing the lioness laying below the tree in a halo of light. A newborn cub lay curled asleep in her arms, a fuzzy ball of fur. "I love you my little boy," his mother whispered, kissing him gently on the top of the head. The gentle pressure on his brow woke up the cub and he blinked his golden eyes up at her.

Not old enough to form a coherent thought he still recognized his mother, the provider of warmth, safety and absolutely everything in his world. He looked up at her with such complete trust and love that Sarabis' heart broke with tenderness and she smiled broadly at him. The cub squealed happily, smiling right back.

When people grow and share

and start to know there's more out there

than just getting more

and taking more

there's giving more, the best part of living!

"Hi 'Fina," the queen said as she came and lay down next to her friend. Sarafina said hello back as a few day old Simba immediately began to try and squirm away from his mothers' paws. Sarabi let him go and the baby cub seemed dazzled by the wide world before him. He was so transfixed on the scenery that he didn't see the female cub approaching him. Slowly Nala worked her way curiously over, her young legs still uncoordinated. Just inches from him she tripped over with a frightened cry and crashed into the prince. Simba fell to the ground from the impact and the two babies lay stunned and tangled in their own paws.

Tears welled up in Nalas' eyes as she began to whimper, but before Sarafina could react Simba had already nudged the other little lion with his nose. The gentle prod distracted the girl cub from her tears and soon they were staring, unblinking at one another, transfixed at having something so similar to themselves to look at. Playfully Simba squeaked and pushed at Nala with his paws, gently pining her to the ground under his small weight. A cubs attempte at a growl issued from Nalas' throat and she wiggled out from under him and clumsily tried to pin Simba down instead. Their mothers laughed as the cubs tussled under the savannah sun, completely lost in their play.

Growing up, it's something you can measure

growing up, it happens every day

Being young, is something you can treasure

Life is good when you're growing up!

"Come on Nala, let's go!" Simba called eagerly, looking back over his shoulder for his best friend.

"Mom, let me go!" Nala whined in anticipation as her mother gave her one last stroke with her tongue.

"All right," Sarafina laughed, letting the eager cub go. "Remember to be careful you two!" Energetically the two cubs bounded out onto the savannah, glorying in the freedom from their mothers.

"I'll race you to the water hole!" Simba challenged, taking off with Nala close on his heels. Feverishly they sprinted over the grass, running straight into the water when they reached the finish line. Nala screeched in delight as Simba splashed her with a swipe of his paw and they were soon in an all out water war.

Waiting, I know you're waiting

You'd like your turn

To do, just what you want

It's part of growing, you're always growing

One day you'll see and know

all the changes you must undergo

You'll be stronger than and taller than

And you'll begin the best part of living!

"I can't believe we ditched the domo!" Nala exclaimed excitedly, jumping happily into the air and spinning around.

"Come on, we'd better get going before he finds us!" Simba told her urgently, "You want to see the elephant graveyard don't you?"

"Of course!" she replied, hurrying to keep pace with him. "Who told you about this place anyway?"

"My uncle Scar." Simba hesitated before adding, "but my dad said never to go there."

"What?" Nala halted in surprise, but Simba kept heading steadfastly for the border. "Don't you think he has a good reason?" Nala asked as she hurried to catch up.

"Maybe, but he still just thinks I'm just a little cub who can't take care of himself. I'll show him I'm brave enough to do anything!" Simba retorted, puffing out his chest importantly. Nala looked a little uneasy, but continued following her friend, he'd never lead her astray before.

Growing up, it's something you can measure

growing up, it happens every day

Being young, is something you can treasure

Life is good when you're growing up!

"Psst, Simba!"

"Huh?" the prince murmured drowsily, blinking sleepily as Nala motioned for him to follow her out of the cave. The two cubs snuck out on the tip of Pride Rock just out of earshot of the cave.

"Did your dad yell at you?" Nala asked quietly.

"Nope, but he did tell me some cool stuff, check this out," Simba answered, laying down and rolling on his back to point at the sky. "See all the stars?"

"Yeah," Nala replied, laying down next to him and cuddling close against the cool of the night.

"My dad told me that those are the great kings of the past, watching over us.."

"Really?" the girl cub asked in awe, staring open mouthed at the silver points, and added quietly, "They must have been watching out for us today…" There was silence for a minute as the youngsters looked up at the night sky.

"Were you scared?" Simba asked, looking at her nervously from the corner of his eye.

"A little," Nala admitted.

"I'm sorry," the prince told her sincerely and Nala looked over at him in surprise. She smiled at her friends somber face and told him,

"Don't worry about it, next time I'll be the one to lead us somewhere stupid." Simba laughed,

"Thanks Nala…you're a great friend."

Growing up, it's something you can measure

growing up, it happens every day

Being young, is something you can treasure

Life is good when you're growing up!

Life is good when you're growing up!