A/N: I'm not a big fan of The Lion Guard (I don't hate it either), but this idea popped into my head and I just had to get it out. So, hopefully, no one has done this yet. I had a lot of fun making this, hopefully, this is a good read! Enjoy!

It was a peaceful night across the Pridelands as every single creature was tucked away for a good night of rest. Including the royal family all huddled inside the main den formed on Pride Rock, well, almost all of them were asleep. The only one who was wide awake was the second youngest in the pride, Kion. The young Lion Guard leader tossed and turned, hoping to find some comfortable position to finally get some sleep. Unfortunately, nothing seemed to ease the cub's mind. Kion sighed and thought, I know it's been weeks since I became the leader of the Lion Guard, but it feels that if I sleep then something terrible will happen. W-Would it be my fault? Kion stifled a loud gulp, not wanting to wake anyone up. He sighed once more and whispered, "Maybe it won't be. I mean, animals get harmed all the time and I can't protect them all...right?"

Of course, no one answered his question, unless, you count quiet snores. The young leader stared out the entrance of the den and thought, Some air will do me some good, and maybe a nightly walk. Kion carefully got to his paws, trying not to stir his sleeping parents and sister, stepped over some of the lionesses, and walked out into the cool night.

As soon as he got a good distance away from Pride Rock, Kion let out a breath he didn't realize he was holding. He murmured, "Yeah, this was a good idea. I just need to clear my mind is all."

As he walked across the land, several ideas about the itinerary for tomorrow came to his mind. He listed, "Okay, let's see, we have to check on the hippos and crocs again, help some elder buffaloes remove ticks from their hide," he scrunched his face in disgust. "Maybe I can get Bunga to do that," He chuckled to himself.

Right when he was about to start listing again, light flickered out of the corner of his right eye. He whipped his head around to see where the light was emitting from; his chest tightened in fear that it could be a distant fire. Unfortunately, as quickly as the light appeared, it disappeared as soon as he faced it. Kion tilted his head to the side in confusion, wondering what caused the light and where it came from. The first thought that came to his mind was Janja. That hyena was always doing something malicious, but even Kion realized that was dumb. He reassured himself, "Even Janja and his clan aren't energetic enough to come out in the middle of the night."

Kion looked back and forth at the light emitter and Pride Rock, deciding to take on this alone or tell his father. He looked up at the sky and saw the moon was still raised high up. He decided , "Well, I could check it out on my own. I mean, it doesn't look that far away. If I hurry now, I could probably make it back before the moon is even near the horizon."

Kion nodded reassuringly to himself, now knowing what to do. He bounded in the direction of the-now disappeared-source, ready to get to the bottom of this mysterious light.

He immediately regretted his decision. Kion felt himself tense in apprehension as he stared out into the boney wasteland. He whispered a bit in awe and fear, "The Elephant Graveyard."

He carefully looked down at the graveyard, seeing nothing but mist, a faint outline of a giant elephant skull, and endless bone hills. Despite being abandoned, his father, Simba, urged him and his sister to never go there. The young leader silently wished he had just told his father about the light. Speaking of said light, another flicker was barely visible through the thick fog, but it seemed to be inside the elephant skull. Kion groaned, "Are you kidding me?"

Taking a deep breath, the young cub took careful steps down the bone hill, feeling a bit queasy each time a bone snapped under pressure. When he got to the bottom, his tail tucked underneath him as he pressed further into the ground. Somehow the graveyard looked even more terrifying on the ground! There were bones lying scattered around the ground, even skulls which Kion hoped just lopped off of a skeleton and it wasn't decapitation. Sounds of geysers erupting seemed to mimic the sound of a hyena's cackle, making Kion tenser, but he hoped it was just his imagination. Wanting to get out of the open, the young cub charged blindly inside of the elephant skull.

Once inside, the leader was at awe with what he saw. He figured the inside would just look like a skull, with hopefully no brains in it, luckily what he got was some type of lair. It was some cave with little streams of steaming water and green geysers lighting up the whole area. The geysers, of course, filled the whole area with steam, but it wasn't as thick as outside. Also, there were bones strewn throughout the lair, although, it wasn't as sickening as the immensive bone hills.

Kion cautiously padded through the den, making sure not to step into the broiling water. Of course, he figured the light he saw was undoubtedly from the geysers, but he couldn't just walk away from this amazing place! He asked himself, "What is this place anyway?"

"Well, it's a place that was once my home," a voice reminisced in the shadows. Instantly, Kion unsheathed his claws, crouched down defensively, and snarled, "Who's there!? Are you a part of Janja's clan!?"

The voice over-exaggeratedly gasped, "I'm offended, Kion! I can't believe you would even think I was one of this dribbling fools!"

The cub's eyes widened at hearing his name. H-How does it know my name? I've never heard its voice before; it can't be a resident of the Pridelands, he thought while still trying to pinpoint where the voice was coming from. He growled impatiently, "Ugh! Well, whatever and whoever you are, come out!"

"I would be shocked that you don't recognize your own great-uncle's voice, but you weren't born yet. So, I forgive you," the voice stated. Kion was lost deep in thought that he didn't hear the steps that were approaching him. Wait...My great-uncle? That can't be right; he's gone. It can't be- his thoughts got caught off by large paw stepping in front of him. He slowly trailed his gaze up and stuttered, "S-Sc-Scar?"

The dark lion smiled wickedly and confirmed, "In the flesh...well, mostly," he finished off with a snarl. Kion gave him a confused look, and then he finally looked at the lion. He quickly backed away in horror and placed a paw over his mouth, keeping down the bile in his throat. Scar scoffed, "Oh, please, I'm not that bad. Just a tad messy," as if to clean the mess, he started licking his left paw.

Messy was a huge understatement: Said paw had two skeletal toes; he had long gashes going down his face, his right eye was missing, chunks of flesh was missing on one back leg and one front, his back had almost been completely burned (revealing a bit of burnt, bubbly flesh), bits of his ribs were showing due to torn flesh, and bones were revealed on his two torn legs. To top it all off, the dark lion reeked of decay. Kion shivered and dry-heaved at the same time, but was still confused as to how the lion was even standing! He stuttered, "H-How a-are you even a-a-alive?"

Scar let out a booming cackle that echoed off the walls, causing a shudder to go down the young cub's spine. The lion chortled, "Hahaha! Do you think some plebeian hyenas and a little fire can kill me?"

Pretty much, Kion gladly kept that to himself. He saw Scar coming towards him and he instantaneously backed up, trying to keep some distance between him and his deceased relative. The cub growled, albeit nervously, "Wh-What are you doing? Why a-are you h-here?"

Scar ignored the leader and crept up to him until Kion was pressed up against a wall. He got close up to his nephew, causing Kion to bring a paw to his nose, showing off the mark on his shoulder. The cub shrank back when he heard a low growl rumble in his great-uncle's chest. Scar snarled, "Lion Guard! You are a part of the Lion Guard?"

Kion gulped, "Uh...yes. I-I'm the l-leader."

"Leader! And he's a cub!" Scar roared and quickly padded away from the leader, pacing and unsheathing his claws as if he was ready to tear something-no, someone open. Said someone looked towards the entrance of the cave, ready to turn tail, run back home, and pretend none of this happened. Kion slowly inched towards the entrance, but stopped when he heard Scar laughing. He looked over to the dark lion and saw that he was lying down, covering his face as he chortled. Kion asked, "W-What's so funny?"

Getting over his high, Scar slowly got to his paw and faced his nephew, grinning so wide that his face would split open. He answered, "I know what this is, Kion."

The young leader chuckled nervously, "Heh heh. Ya do?"

He nodded. "I do. This is a sign, Kion. Obviously you were brought here to be trained by me, which make sense since I-"

"What!? Trained by you?" The cub interrupted lividly, "Why in the world would I be trained by you?"

"Well-" Scar started, but Kion finished, "Well, you were the same lion the misused his Lion Guard to take the throne! You're the same lion that...k-killed my grandfather," he said sullenly, wishing he his grandfather was actually with him. Shaking the sad musings out of his head, he continued, "And, you're also the same lion that tried killing my dad!"

Scar's jaw dropped in astonishment, wondering how the young cub knew all that, but he figured his moronic nephew could never keep his mouth shut. He queried, "You know all that?"

Kion replied, looking down at the ground, "I know everything, Scar."

"Well, that's all in the past," Scar informed sounding awfully close. The young leader looked up and saw that he disappeared. He looked over and nearly jumped seeing his great uncle was at his side. Ignoring his shock, Scar continued, "I can teach you everything I know, Kion. We are practically the same."

Before Kion could protest, the dark lion asked, "Oh, c'mon. You never thought about using your out of anger once?"

The cub didn't respond, he just suddenly looked crestfallen. He remember when Makuu challenged him, he instantly wanted to give that croc a bad time. He also knew that he constantly wanted to go to the Outlands and use his power to make sure Janja never returned back to the Pridelands. But, surely those weren't all that bad. Those were sensible times he wanted to use the Roar, right? Once again, he was lost deep in thought that he didn't notice that Scar was stroking his tuft of fur on his head. Scar chuckled, "Oh, look, you even have the same mane as I do."

Kion was about to tell him to quit touching him, but got cut off as Scar licked the top of his head. Kion kept down a shuddered as the cold tongue slithered across. He really hoped that the partially decayed lion didn't have maggots. Scar stepped away from the mortified cub and said, "Come along, Kion. Let's start your training.

That shook Kion back into reality and he shouted, "NO!"

Scar froze and asked venomously, "What did you say!?"

Kion growled and got into a defensive stance. His light brown eyes turning golden as a rush of wind came blowing into the den. He started, "I said…"

Scar saw a billow of clouds outside and he felt rage boil within him. He wouldn't dare, Scar thought furiously. Unfortunately, Kion did dare as he roared, "NOOOOO!"

The clouds quickly formed elder lions that roared along with Kion sending a momentous gust of wind through the lair. Thick clouds of dust and steam came howling into the cave, as well as a few bones. Kion's eyes and roar died down as the mixture of steam and dust made it too hard to see. Assuming it was over, Kion turned towards the exit and headed outside the lair.

Once he was outside, a monstrous roar cut through the silence, "KION!"

Not daring to look back, the young leader bolted towards the hill of bones to escape his great uncle's wrath. He started climbing up the hill as quickly as possible, slipping on a loose bone or two. Once he could see the top, he felt claws dig into his hindquarters and he yelped at the searing, burning pain. He felt himself get dragged down as the claws dug deeper into his skin, thinking that half of his body would get torn off. He felt tears sting his eyes, as he fruitlessly tried to climb back to the top. He cried, "P-Please! Let me go! I'm s-sorry!"

Scar let out a vicious howl. He snarled, "Sorry can't save you from this, you impertinent- Grah!"

Kion felt the pressure on his legs leave and felt the blood freely trickle down his legs. Before he could turn to see who rescued him, his saviour shouted, "Kion, go! Run!"

Not waiting to be told twice, Kion quickly scramble up the hill and ledge and ran back home. His sobs being canceled out by the ferocious roars behind him.

Once he got near Pride Rock, his legs were wobbling from exhaustion and he kept whimpering from the pain and fear. He really just wanted to forget this night ever happened and just sleep. Although, he knew he wouldn't be able to sleep with the stinging, ceaseless pain on his legs. Not only that, but he just didn't want envision his half-decayed great-uncle ever again.

Kion started climbing up the immense rock, but got stopped when someone picked him up by his scruff. He instantly started fighting the grip and went into a whimpering fit. A voice consoled, "Kion, it's fine. It's me."

The cub stopped fidgeting, looked up, and saw concern in his father's eyes. He got set down and Kion noticed that everyone was outside of the den. At first, he didn't understand why, but then he noticed the sun slowly rising over the horizon. He visibly winced, noticing he was gone a lot longer that what he had anticipated. He heard his father clear his throat behind him. He turned around and saw his father icily glaring at him with a mixture of anger and worry. Simba scolded, "Where have you been? We've been searching all night for you!"

Instantly, Kion started hiccupping and sobbing, making Simba's eyes become more gentle. He laid down to his son's level and rasped his tongue slowly over his head, trying to calm him. After a few minutes of quiet sobs, Simba repeated calmer, "Now, if you're able to, can you tell us what happened?"

Kion looked around and realized that the rest of the pride got his level, thinking that this would make them seem less threatening. He sighed, "If I tell you, you'll just think I'm crazy."

A lioness cub with burnt orange fur and blue eyes whispered to another cub, "It's not like we already think that."

The other cub with light peach-ish fur and reddish-brown eyes growled, "Zuri!"

The lioness cub padded away from Zuri, went towards Kion, nuzzled him, and consoled, "Go ahead, Kion. We won't think any less of you."

"Thanks, Kiara," said the young leader as he smiled at his sister. He took in a calming breath and announced, "I just left the den because I couldn't get any sleep; so, I thought a walk might help. I swear that I was gonna come back, but then I saw a light in the distance."

"A light?" A slender cream lioness asked, her teal eyes filled with confusion. She continued, "Where did the light come from?"

Kion winced inwardly, hoping that he could find someway around where he went. The lioness's stare hardened at the cub as she repeated, "Where did the light come from!?"

Knowing that there was no way out of it, he stammered, "I-It came f-from the….E-Elephant Graveyard."

As if on cue, all the lionesses started murmuring amongst themselves, trying to figure why he went there and, more importantly, why a light came from there. Meanwhile, some of the younger pride members were struck with awe at the thought of an Elephant Graveyard, wondering what lurked inside. Kion swooped his head from side-to-side, taking in all the shocked reactions. Although, the one that struck him the most was his father's and mother's face. They seemed to have paled and started to space out, possibly thinking the worst. Trying to regain everyone's attention, Kion shouted, "That's not all! I also saw someone in there!"

Suddenly, everyone calmed down and his parents came back to reality. The young leader unsheathed and sheathed his claws, feeling a bit apprehensive to tell them what happened next. He took a quick breather and stated nervously, "It was...Sc-Scar."

He thought that there would be another wave of shock and panic through the pride. However, the only thing he was met with was puzzled and perturbed faces. Kiara informed, "Um, Kion, Scar's dead. How could you see him?"

He bared down his teeth and snarled, "I know what I saw! Look at the claw marks he gave me!"

He pointed with his head at his flanks. Once again, he expected another rouse, but was just met with more concern. Everyone stared at him in bewilderment, however, Simba broke the silence and corrected, "Kion, there's nothing there."

The young leader's eyes widened. He turned his head and saw no markings there, not even dried up blood. He shook his head, feeling a bit of panic. He murmured, "No no no! I know what I saw! It had to be real. How else can I feel-"

He stopped when he felt a tongue swipe over his head. He looked up at his father and saw genuine worry in his eyes. The cub simply repeated, "I know what I saw."

Simba sighed and compromised, "All right. How about this? I'll send a patrol out into the Elephant Graveyard and see if anything is there. Is that okay?"

Feeling a bit relieved, Kion nodded in agreement. Simba turned his attention to the creamy lioness and ordered, "Nala! Take three other lionesses with you and scope around the graveyard. Check every single bone if you have to."

Nala nodded to him and started assembling a small team. Feeling a bit uplifted, Kion bounded towards Nala and said, "I'm coming too!"

The creamy lioness shook her head and tutted, "Ah ah ah! You are staying with your father. You must be exhausted staying out all night."

As if on cue, Kion's eyes started drooping and he yawned, "No, I...huuuuoahh….don't."

He heard his father chuckle as he picked him up by the scruff. While the four lionesses went down to the Elephant Graveyard, the rest went back to the den to get some rest.

When inside, Simba put Kion closer to him, despite the cub's grumbling, so that he doesn't wander off again. Before falling into a deep slumber, Kion asked tiredly, "Do you believe me, dad?"

Simba sighed, "I-I….We'll talk about this in the morning."

With that, Simba rest his head on his paws and went to sleep. Kion groaned, He probably thinks I'm crazy just like the rest of the pride. ...Maybe I didn't see anything. No! It had to be real. Why else would my flanks be hurting? He lightly pawed at his hindquarters and hissed inwardly when he felt slight stinging. Kion just sighed and figured that he would learn more after getting some rest. He laid up against his father's side and started drifting off to sleep. Only to wake up after hearing a chuckle echo through the den. He lifted his head up and looked around. In his head, he heard Scar's whispered, "Nice try, little cub. You will learn not to defy me! Hahahaha!"

Kion tensed up, whimpered quietly, and buried his face into his father's pelt. Hoping that this is truly all in his head.

Yeah, that weird huuuuoahh was me trying to imitate a yawn...I failed. Also, Scar's decaying design was based off of PirateQueen's The King even Death fanart on DeviantArt, so go look at that.

I figured that only the leader of the Lion Guard is able to see the dead based on what the show gave me. I know Simba was able to, but he had to go through some mystical/spiritual bull in order to see his father, so I don't think he counts. Although, I'm not sure if I'm going to continue this or not. What do you guys think? Anyway, I hope you enjoyed. Please review!

Disclaimer: Yeah, I don't own anything, except for this story.