A/N: So this is something I wrote about a year ago and never published. My first TLK fanfic on this site. R & R.

He'd Be Proud

Disclaimer: The characters are not mine. Any lines quoted from the movie are not mine. Basically, anything you see in here that comes from the movie is not mine.

It was a clear, beautiful night across the savannah. The stars shawn bright, lighting up the entire sky. The only sound that could be heard for miles was the wind softly blowing across the grass. Everyone was sleeping. Everyone, that is, except Simba.

The young lion couldn't sleep. He knew he should be sleeping, his wife would worry if she knew he was up. She seemed incredibly moody recently as well, Simba assumed it had something to do with her pregnancy.

Simba slowly walked across the countless blades of grass. His head faced downwards. His normal smile was replaced by a frown. Every few minutes he would let out a sigh and the sorrow in his eyes could be felt for miles around.

He was walking further and further away from Pride Rock. When he was officially out of ear and eyeshot, just incase someone were to wake up, he let out a heavy sigh and collapsed into the grass.

Slowly, the tears began to poor out of his eyes. The sniffling began to come out of his nose. He would never let his pride see him like this. He was supposed to be their king, their ruler. Kings didn't cry, not in front of others. They were suppose to be strong and prideful. Simba felt anything, but.

Nala was his security. She was the only lioness who would ever see the true Simba-the Simba who was broken. He couldn't bother her now though. She was pregnant, moody and occasionally sick from her pregnancy. She had enough problems to deal with. Simba didn't need to bother her with his.

Simba felt like a young cub, completely immature and insensible. He always had the same problem. He was always bothered by the same thing. He just couldn't come to terms with reality. He felt like such a baby. Of course all of his feelings would be justified by anyone other than himself, and really Simba was handling the situation rather well, but he refused to see things this way. He was too prideful. His pride kept him wanting to pretend he had it together when he didn't.

"Look at the stars. The great kings of the past look down on us from those stars so whenever you feel alone just remember that those kings will always be there to guide you... and so will I."

The tears were no longer pouring our slowly, but quickly as Simba remembered those words. He looked to the heavens with a great sorrow in his eyes. He opened his mouth to speak, but didn't know what to say. He closed it again quietly, and lay his head down on the ground, the tears never stopping.

He lay there quietly pondering what to say. His thoughts refused to focus however, and rather than finding the words to say he found himself remembering even more.

"You have forgotten who you are and so forgotten me."

The tears poured out of Simba's eyes even more. How could he have let his father down? He always looked up to him so much. He always loved him so much, and he'd let the most important male in his life down. His father had been the greatest king ever, at least that was Simba's opinion. Simba felt like a failure. He had let his father down so much. He had never really forgotten him, but he certainly had forgotten everything his father had taught him. The guilt was too much to bare.

Simba remembered the last time he had spoken to the heavens.

"You said you'd always be there for me... but you're not. It's because of me. It's my fault."

Simba now knew that it wasn't his fault. Scar had set the whole thing up. He still felt guilty though. His father had always been there for him. He even came back in ghost form to knock some sense into Simba. Mufusa had always watched over his son, and Simba knew it.

Although the tears continued to run, this thought made Simba smile. His father cared enough to come back and speak to him. His father cared. Mufusa was still up there watching him. Mufusa still loved him.

The smile left Simba's face and he grew serious as he slowly sat up. His eyes glanced towards the heavens and then turned back down to face straight ahead of him again. The tears slowly stopped and his eyes glanced downwards starring at the ground beneath his paws.

"Dad," he said, as his head slowly rose to face the heavens again.

Simba sighed. He had no words. He wished his father understood what he was feeling. He wished anyone understood what he was feeling.

He eyes grew watery again, but no tears fell. "Dad, I'm sorry."

Simba sniffled, fighting back the tears this time. He wanted to look brave for his dad. He knew it was entirely pointless. Mufusa had seen him five minutes ago anyway, a pathetic lion crying alone over something that happened long ago. Why couldn't he just let go?

"I'm sorry I'm not the king you want me to be," he said, still fighting tears. Then he looked back down at the ground again and whispered once more, shaking his head in disgust towards himself. "I'm sorry."

0-0-0-0-0-0

The sun slowly rose across the savannah. Nala awoke sighing as she realized that her husband was once again not beside her. For three nights in a row now she woke up to find him missing. She was growing incredibly frustrated with this nonsense. Whatever he got up early every single morning to do could it not wait until later on in the day? Simba had always been an early riser, but was it so much to ask that he stay in the cave until she woke up at least until she was finished with her pregnancy? She really wanted him to support her through this, but recently he seemed more and more distant. Perhaps he was worried about being a father, after all the baby would be due shortly. Whatever it was, something was bothering him, and whatever that something was, she wanted to be there to support him. She contemplating asking him herself, but she knew that would do no good. Simba would never admit to anything. She loved the lion, but sometimes he could be incredibly stubborn.

Meanwhile, Simba awoke in the middle of the savannah, lying in the grass. He never really meant to fall asleep out there, but it always seemed to just happen. For the past three nights he would go out there and release all the tears that he carried around all day. Last night was the first night that he had actually spoken though. He just felt so lost, confused, and alone.

He slowly rose to his feet. He needed to get back to Nala and the rest of his pride.

"Simba," he heard from behind him.

He had been caught. All this time he wanted to make sure that no one knew what he did every night, but now someone had caught him. Simba sighed and turned around to face his mother.

He looked at her with guilt in his eyes.

Sarabi smiled. Simba's expression was one that she hadn't seen since he was a young cub and her heart instantly filled with love for her son. She had missed so much of his life, but she couldn't focus on their past. She'd been through a lot, but so had he. Right now something was wrong with her son, and she needed to be there for him in the present.

Simba looked at his mother with love and respect pouring through his eyes. She always made him feel like a young cub. He had missed her so much when they had been separated for all those years. Even though he was so much stronger and bigger than her now, he still felt like a young, helpless cub near her. She had a power over him that only a mother could have.

"Simba, what are you doing?" she asked, shaking her head, while the smile never left her face.

Simba sighed and look towards the ground. He couldn't keep eye contact with her.

"Simba?" Sarabi asked again, in her calm, innocent voice.

He was incredibly tempted to lie, but couldn't. He had already witnessed how much damage a lie could do. He would not allow that to happen again.

"If I didn't know any better, I would think you'd gotten yourself into some trouble," she stated.

Simba stood there quietly for a second longer, then sighed a deep sigh and sat down. Simba looked up to make eye contact, but quickly realized he couldn't and his eyes returned to the ground.

"Mom, I...," he hesitated, the words not wanting to leave his mouth.

"What is it, son?" she asked.

Simba's eyes watered at those words. Mufasa had said those words to him so many times when he was younger. Every time the young Simba came to bother his father that was the question he would always ask, "What is it, son?" Simba would not let the tears fall though, not when someone else was around to witness.

Sarabi's heart ached for her son. She couldn't even begin to imagine what he'd been through. They had been separated for so long. Her pour, young cub had witnessed his own father's death, had been made to feel that he couldn't come home, and worse had believed that he was responsible for everything. Sarabi would never understand what that felt like, but she knew that if she could undo it all she would. She had to wonder if something from his past was exactly what was bothering him now.

"Simba." she asked yet again, but much quieter this time, "What's wrong, son?"

She always knew. That was her job. She could always read him like an open book. As a cub, it drove Simba crazy. He could never get away with anything. Mufusa had often been the same way. Simba was rarely innocent and between his two parents one of them would always know when he'd done something wrong. Sarabi, unlike Mufusa, however always knew when something was bothering Simba. Many times, Mufusa knew as well, but sometimes Simba could hide it from him. Sarabi always knew.

Simba knew there was no point in trying to hide it any longer. How would it be possible to word such things without sounding like a fool though?

Simba's eyes remained on the ground and he released yet another heavy sigh. "I've failed him," he whispered.

Sarabi's expression turned to one of shock. "Who?"

"Dad."

A frown appeared across Sarabi's face. She too sat down and let her head face the ground. She closed her eyes for a moment then opened them as she lifted her head back up. Sighing, her eyes once again met her son's face.

"Your father would be proud of you."

Simba refused to believe it. "Everything he ever taught me I abandoned," he cried, starring towards the heavens, the place where his father was.

For the first during the entire conversation Simba found himself able to make eye contact with his mother. His eyes were watery, but he kept the tears within.

"I stopped caring about everything that was important. I ran from my problems," he paused, his eyes looking up at the sky again then towards the ground, "I did the exact opposite of what he taught me. How can I ever expect my own cub to obey me if I can't even please my own father."

Sarabi's face fell into a frown. "Simba, everyone makes mistakes" she said as a smile appeared on her face, "But your father and I never loved you any less because of yours. Yes, you got into trouble a few times, but son you were young. Cubs make mistakes. Cubs get into trouble. We expected that." Sarabi sighed her frown reappearing, remember her original point. "Son, no one expected Scar to do what he did. We trusted him. Simba, we can't change what happened, but the past doesn't need to affect our present," she smiled, "I'm just happy you're back."

Simba smiled at his mother for the first time that morning.

Sarabi's smile grew even bigger. "Your father would be proud."

Simba sighed. "Mom... I miss him."

Having someone to talk to didn't make the pain go away. Having someone to talk to didn't make him miss his father any less, but somehow having someone to talk to made everything seem better for Simba. "Your father would be proud," she'd said and somehow in that moment he wondered if maybe she was right.