Hi everyone! this is the first chapter of my new lion king fanfic. I know, I'm supposed to be fininshing Tigress' family, but I am watching the lion king and I just couldn't help it. (") PENGUINS! Also, this is a fic about TimonXOC. Don't like, don't read. I won't update unless you review.

Timon's POV

"I'm telling you Pumbaa" I said "If we were lions then we'd both have girls by now."

"Gee, I don't know Timon. What makes you say that?" asked Pumbaa

"Well Pumbaa, it's simple. Simba and Kovu both got girls, and they're both lions." I replied

"Well Timon, there are a lot more lions in the pridelands than there are warthogs or meerkats."

"Pumba, don't be ridiculous, that can't be it. Wait, maybe it's because there are more lions than warthogs or meerkats! yes, that must be why"

"Well, that is what I tried to tell you Timon." Said Pumbaa, but I wasn't listening. I was already thinking about my briliant realisation. If only we could find more meerkats. And warthogs, I suppose. But that was stupid, there weren't any other meerkat colonies in the pridelands.

"Hey guys."

"AAAAAAAAAAAH!" Pumbaa and I both screamed

"Relax guys it's just me, Nala."

"Right" I said "I knew that."

"Hi Nala." said Pumbaa

"Listen, can you guys do me a favour?" Asked Nala

"Of course Nala." Pumbaa replied

"Yeah sure." I said "What do you want us to do?"

"Well, it's about Simba. He keeps sneaking off in the middle of the night, and I don't know where he's going"

"And you want us to follow him?" I asked

"Yes." she said "I would do it myself, but he would probably notice me."

"I don't know Nala" said Pumbaa "I feel kind of guilty about spying on him."

"Pumbaa, Pumbaa Pumbaa." I said "Don't think of it as spying. Think of it as...observing."

"So you'll do it?" asked Nala

"Of course, you can count on us, right Pumbaa?"

"Well, ok. If you will i will Timon" he replied.

"Great, thanks guys." said Nala "I have to go, the lionesses are hunting soon." and with that she ran off towards Pride rock. We started back towards pride rock at a slower pace, before I said

" well Pumbaa, I guess tonight we'll be following Simba."
"Timon, if we're going to be up all night, shouuldn't we get some sleep now?" by now we had reached our den at Pride rock

"Nonsense Pumbaa, we don't need to-Hey, we should get some sleep now Pumbaa, otherwise we're going to fall asleep." Pumbaa, giving up on correcting me, said

"Yes Timon, that's a good idea."

"You see Pumbaa, that's why I am the brains of this operation. Now you go ahead and sleep, I'll keep watch and wake you when Simba is leaving."

"Ok, goodnight Timon."

Later that night

I was running through a field, filled with all kinds of bugs. Crispy, soft and even the cream filled kind. I grabbed a leaf, and started piling bugs onto it. I sat down on the grass and ppicked out a big, juicy grub. Just as I was about to eat it, it opened it's mouth and said

"Wake up Timon, Wake up."

"What?" I said

"WAKE UP!" screamed the bug. I suddenly founf myself face to face with Pumbaa.

"Oh good, you're awake Timon." he said, backing off a little.

"Hey, hey, hey. What's the big idea? waking me up in the middle of a perfect dream!"

"I just thought that I should wake you up, since Simba is leaving."

"Well why didn't you say so buddy, come on we've got some...observing to do." I said, climbing onto his back.

30 Minutes later

We followed Simba for about half an hour, before we came to the border between the pride lands and the outlands.

"Timon" Pumbaa whispered to me "I don't think we should go any further."

"Nonsense Pumbaa. Noone is going to attack us in the middle of the night." I said.

"Well, if you say so Timon." Pumbaa replied reluctantly. We followed Simba for another hour or so, always keeping a good 100 yards behind him. We were hiding in a bush, because he had turned his head, probably becaused he heard us.

"Come on Pumbaa" I said "I don't think he saw us."

"Oh no, he didn't" said a voice behind us "But we did" I turned to look behind me, only to see a trio of hyenas striding towards us.

"AAAAAAAH RUN PUMBAA RUN!" I yelled. Pumbaa took off, out of the bushes and into the open. If Simba hadn't heard us by now, then he would definetley see us. Just as I thought this, I heard a mighty roar behind us, turning to find Simba fighting the hyenas. The three of them turned and ran almost as soon as the fight began, leaving only Simba.

"What are you guys doing here?" he asked, sounding annoyed.

"Well, what happened was.." I began, but wass interrupted by Pumbaa

"Nala sent us to spy on you! please don't hurt me!" Pumbaa said. Simba sighed before saying

"Well, I guess she was just worried about me. Anyway, if I told you to go back and forget thsi ever happened, you would probably just follow me again, right?" Pumbaa and I both nodded

"Well then you might as well come with me." Simba said

Another 30 minutes later

By now we has been walking for about two hours, and had come to the other side of the outlands

"Hey Simba" Said Pumbaa

"Yeah?"

"Well, I was just wondering, how did you know that the outlands ended. Everyone else thinks that they go on forever!" Pumbaa asked.

"Well Pumbaa I know because I know someone from the other side."

"Oh yeah, who would that be?" I asked, but I didn't get a reply, as Simba was running off towards someone in the distance. Only seconds later Pumbaa began running after him, not quite fast enough to catch up. By the time we had gotten close, I could make out a smaller figure behind the first. We got close enough to see that the figure in front was a lioness. She had fur almost exactly the same colour as Simba's, and her face looked quite similar as well. By now Simba had reached her, and the two nuzzled affectionately. Was Simba cheating on Nala? No, he couldn't be, he wouldn't have let us come if he was. My thoughts were interrupted ny the lioness when she noticed us and asked

"Hey Simba, who are they?"

"Oh, right. Lissy, this is Timon and Pumbaa. Timon and Pumbaa, this is Lissy, my sister."

"Well, hi." Said the lioness

"Please to make your aquaintance." Said Pumbaa

"Wait, wait, wait! Since when did you have a sister?" I questioned

"Well..." Said Simba, trailing off

"Let me tell them." Said the lioness "I was born before Simba. When Scar found out that I was to be heir to the throne, he took me and dumped me in the outlands so that he could be king. When Simba was born everyone just forgot about me. I was only three days old when it happened."

"yeah, well what kind of a name is Lissy anyway?" I asked

"Well that's not my real name, my real name is Lisimba. Simba was named after me."

"Oh, right. Well, that's what I'm gonna call you."

"Uh lissy" Said a voice from behind the lioness. Two meerkats jumped off the warthog and walked up to her. They looked to be sisters, the older one with short, light brown hair around her face, the younger with slightly darker hair flowing down to her waist. They both had light coloured fur as well. "Why are we all here?" said the older one

"Who are you?" Pumbaa asked the warthog.

"I'm Jenny! It's a pleasure to meet you." She replied

"Well I'm Pumbaa, and the pleasure's all mine."

"Lissy?" said the older meerkat again.

"Well Salena, we are here because Simba has been helping me to bring food back to our land." Lisimba replied

"Simba" I asked "Why do you need to help them hunt? She looks more than capable."
"Well Timon, their land has been suffering a drought recently, and they haven't been able to find enough food."

"Come on Lissy, we should go hunt now."

"Ok Simba" she replied "And the rest of you should stay here, you'll be safer if you stay together." The two of them ran off to hunt, and soon the rest of us were talking. At least, four of us were. I was listening to Jenny talking about their land, when I realised the younger meerkat was gone. I jumped off Pumba's back, and began looking around for her. I soon found her sitting on a log by a small water hole. I walked up behind her and said

"Hey, what's up?" I startled her som uch she slipped, and almost fell, but I grabbed her wrist and pulled her back up. "Sorry, didn't mean to scare you."

"It's alright." she said timidly, sitting back down on the log.

"Well, we were never properly introduced. I'm Timon." I said, sitting down beside her.

"It's nice to meet you Timon, my name's Kila."

"Why aren't you over there with the rest of us?" I asked, curiosity getting the better of me

"I didn't feel like listening to my sister tell some exaggerated story that I've heard a thousand times."

"Yeah, she seems a bit..." I trailed off, not sure how to describe her. Luckily, Kila finished my sentence for me

"Bold?"

"Yeah, that's exactly what I meant." I said. The two of us started talking, swapping stories and arguing over the best kind of bug. We were still arguing when suddenly, the clouds overhead parte to reveal a full moon. Kila noticed this and looked up

"Wow, I've never seen the moon that big. It looks beautiful from here."

I looked over at her, and couldn't help nut notice the way they moonlight seemed to make her fur glow. She looked and me and noticed I was staring at her

"What?" she asked, a little defensively.

"Nothing, I was just...Never mind."

"Ok then..." She said, sounding confused "We should probably go back, Lissy and Simba will probably be back soon."

"Yeah, we should." I said, jumping down from the log. She jumped and landed in front of me, but slipped and fell backwards. I caught her, but ended up falling myself. We both burst out laughing, aftr all, it was pretty funny. I got up and held out my paw to her, and she grabbed it and I pulled her up. We both saw each other and cracked up laughing again, as we realised that we had fallen into a puddle of mud.
"Well that went well." I said sarcastically. She rolled her eyes at me, before turnign back to the water hole.

"I'm going to wash off, and I suggest you might want to as well."

"Yeah, that's probably a good idea." I agreed. We sat down by the edge of the water and washed off all the mud. As we were doing this, I asked her

"Why did you come with Lissy tonight?"

"Well, Kody, that's her son, asked us to follow her and find out where she was getting all the food from. What about you? Why were you with Simba?"

"Well Nala, his mate, asked us to follow and see where he was going. I guess she was worried abbout him." By this time, we were both clean, but as we stood to leave I tripped, and fell face first into the water. I surfaced, and saw Kila laughing hysterically at me. I shot her an annoyed look before I got an idea

"Hey, can you help me out?" I asked, holding out my paw to her

"Oh no, I'm not falling for that. You'll just drag me in." Damn, she was smart.

"Well then, I guess I'll just have to do THIS!" I said, grabbing her ankle and pulling her in.

"HEY!" she yelled "WHAT WAS THAT FOR?"

"That" I said calmy "was for laughing at me. She glared at me before getting out of the water.

"Will you help me out now?" I asked. She laughed before replying

"Oh all right, not like I can get more soaked." and held out a paw to me. I took it and she pulled me up.

"Thanks Kila." I said. We began walking back, and I realized I was still holding her paw. I smiled at this. I had to let go of her paw to climb over the log we had been sitting on earlier, but as soon as I was at the top I grabbed her paw again and pulled her up. We both jumped off the log, this time making sure to avoid the mud, but she still managed to trip over. I caught her and lifted her up, bringing her closer to me. We both stopped laughing, staring into each others eyes. Slowly, we moved closer, so close our lips almost met. I could feel my heart beating wildly, I could only imagine she felt the same. I slowly pressed my lips to hers. I felt her tense up, but slowly she began to relax, and soon she was returning the kiss. At that moment everything else melted away. I don't know how long it was before Kila jerked back. I was about to protest when

"WHAT DO YOU THINK YOU ARE DOING TO MY SISTER?" I looked behind Kila to see Salena holding her arm. She must have been the one who pulled her away. Salena took a step towards me, so close I could feel her breath

"Stay away from my sister." She hissed at me. "Come on Kila, Lissy and Simba have returned, we are leaving." She pulled her sister away, but not before Kila could look back at me. I could see that she was upset, but I couldn't figure out who she was upset at. Me for kissing her, or Salena for dragging her away. I heard her sister say to her

"You have to stay away from him Kila." before they walked out of earshot. I walked back out to where Pumbaa and Simba were, and climbed onto Pumbaa's back. Simba took off running, and Pumbaa followed after him. I fell asleep while we were riding back, I didn't wake up until morning. I didn't even remember gping back to the den. All I remember is dreaming of Kila.

Please review? Please?