Disclaimer: I don't own the Lion King, nor any of the characters in this story (except Sleg, Leona, Freisha and any other lionesses' names that pop up)

1

Zira licked her paws clean, clearing them of the blood. She had been gone from the pride for several days and although the company was better she found hunting tiresome and unnecessary by herself. She got up with a sigh and began skulking back. She often left the pride for a while, surviving for as long as she could before returning back for a few days. Working together just wasn't her type of thing. She would start her own pride (one where she was queen) except for one tiny problem. She was in love with a fine male lion named Scar. He had long luxurious mane which was a deep ebony in colour, and smart brown fur. He was a little older than her, but Zira didn't really mind. No matter how hard she had tried to convince him to go, he had been determined to stay.

"But what lies for you here?" She had argued, "Staying forever in this meaningless position while that little furball becomes king?"

"He won't! I told you, I have a plan. Give me some time-one day you will rule by my side as queen." She was confused, but trusted him so she had waited. She was still waiting now and was beginning to feel like Scar's reign would never begin.

She arrived back at Pride Rock quite late, as the moon was bright and the sun long gone. She leapt up the rocks quickly and tried to sneak in.

"Zira!" Mufasa cried, "You've gone too far this time. Where were you?" Zira gave a smile, half couldn't-care-less, half false-regretfullness.

"I'm sorry Mufasa, I was chasing an antelope when it separated from it's herd. When I'd finished eating it I was in a strange place and couldn't find my way back." He looked unsure for a minute. Zira always told him these tales and most of the time she was clearly making it up.

"Very well then. Next time take Sarabi or Sarafina with you." He bowed his head a little and Zira did the same before he turned around and went back into the sleeping den.

"Next time my dear Mufasa you might not be around to stop me." She smirked to herself before following him in.

2

"Scar, I demand you take action. Simba's growing older and more sensible. Soon he'll be too smart for you to trick."

"Don't worry-I have my plan sorted out. The Hyenas didn't work, but after that little stunt Mufasa won't be surprised if Simba gets into trouble again. All I need is a distraction."

"Tell me what kind" she replied with a grin…

Zira approached Mufasa. He was alone, except for his stinking little bird friend. Perfect time to put the plan into action.

"Mufasa, I have something to tell you. I'm afraid I saw Simba walk off somewhere alone. He was heading north to where the graveyard and the territory of the hyenas is. I'm very worried about him. As you know no one wants something bad to happen to the young prince-least of all me." Mufasa pondered about this. Zira was not the most trustworthy lion and it was quite believable that she would want him out the way for something.

Suddenly Scar sprinted up, looking like all the elephants in Africa were after him.

"Stampede, in the gorge-Simba's down there!"

"Simba?" At once Mufasa lunged after him racing towards the gorge. Zira smiled, but it wasn't over yet. Someone had to make sure the plan didn't fail. She waited a moment before racing after them. But she didn't go the same way. She split off the main path and took the other one, down into the gorge.

The hyenas had done a better job than she'd expected. She could see Scar standing safely on the side while Mufasa struggled to get to his son. Simba. He was clinging to a tree, desperately trying to keep his footing. She took a deep breath. Simba was too easy a target at the moment. Mufasa could grab him and run before the Stampede worsened. She lunged at the tree with all her might, breaking it in half and knocking Simba flying. He landed with a thump on the ground, surrounded by stomping hooves and dangerous creatures. Mufasa was still too far away. Although she wanted Mufasa down, she hadn't got a heart of stone and couldn't bring herself to let this cub die. She raced over to him and stood over him, using her body as a shield. He looked up with confusion at her but she refused to answer his unsaid question. She could spot Mufasa coming closer. It was time to back off.

She positioned herself on her hind legs and gave an almighty leap to the side where she clung on hard with her claws. She was strong enough to pull herself up with a little effort and turned around just in time to see Mufasa stuck to the side of the gorge, hanging on for his life. She watched in glee and Scar bent down, whispered something in his ear and threw him back. Down, down, down he fell, tumbling hard down the rocky surface and into the thundering hooves of the Wildebeest. She suddenly felt this surge of power-Scar was king, and she was queen!

She noticed something out the corner of her eye, something which silenced her joy. It was Simba running towards his father's corpse with tears in his eyes. But it wasn't just that-Scar was behind him, crouched down in a hunter's position ready to make his kill.

"No!" she cried, and leapt off the side running so fast that even a Cheetah would have had a hard time to keep up with.

"What are you doing?" Scar asked in surprise, startled by her sudden appearance.

"Leave him alone." She snarled

"But Zira, he's the future king! If I let him go back all of this will be for nothing."

"He's just a cub-"

"Cub or not, he is the king."

"He doesn't have to die! Tell him something, a lie. Make him believe he killed Mufasa and tell him to run away and never come back. He won't return but you'll still be king. Tell the pride he was killed as well. Please Scar-for me." Scar growled but grumpily agreed and began walking back towards the cub. She watched anxiously, but Scar seemed as true as his word and she felt relieved as Simba ran off. She walked towards Scar again and was just close enough to hear him mutter to the hyenas.

"Kill him."

3

Zira roared in anger.

"How could you? You little two-faced-" She roared again, much louder this time and sped off after the hyenas. Maybe if she could get there in time…

She could she the hyenas just a few metres in front. Anger powered her, and she ran faster than she ever had before. The hyenas paused and turned around to she the young lioness spring towards them, claws outstretched. They barely had time to yelp before Zira has sunk her claws in and began ripping their tender flesh from their hinds.

"Stop!" cried out one of them, "Please stop-we'll leave Simba alone, honest. Just stop" Zira reluctantly yanked her claws out and stepped back. Suddenly the hyenas turned swiftly round and continued their chase. Zira was about to lunge after them, but was tired and figured Simba had had enough of a head start to survive. Weakly she dragged herself back to the Pride lands. She was too tired to be mad at Scar anymore. Tomorrow she would return and claim her place as queen.

"Mufasa's…dead? He can't be!" Sarabi was in tears, as was most of the Pride, "How did he-"

"It was Simba. He went to the gorge to explore, not realizing how dangerous it was. I spotted him, but by then the wildebeest had already began the stampede. I ran to tell Mufasa and he went down to help Simba. He clung to the side of the rock but sadly I wasn't strong enough to pull him out." Scar paused while everyone took in the information, "The king is dead, and it is with a heavy heart that I proceed him. But out of the ashes rise a new era, lion and hyena work together. And of course, a new queen is needed to help me rule." Zira stood up and walked proudly to Scar's side. It was worth Mufasa's death just to see the look on Sarabi's face. She had beaten her at last, and boy did it feel good. Ever since they were young Sarabi had always got the better of her. Well, now who was the best?

Zira slept well that night, but she still had a tiny little problem. It was small but it kept bothering her, like a little gnat biting her again and again. She had wanted to protect Simba-but why had she wanted to? She knew the answer even before she knew the question properly. She wanted a cub. Someone she could feed and bathe and teach and talk to. Someone she could love and have love her back. She wanted a family.

Scar would never agree though. He hated cubs. But if he was to be king he would need a successor. Maybe there was a chance…

"I'll talk to him tomorrow." She yawned, before falling into a deep, pleasurable sleep.

4

It was a few months later when Zira finally gave birth. It was just one cub, but it was one beautiful cub. She couldn't have been happier, but it appeared that Scar was not. For some reason he seemed to loathe the little fuzzball and although she had tried very hard he had refused to name him.

"But Scar, he's your son. Aren't you proud? Don't you want to name your own blood, the one who will become King after you?"

"Call him Nuka for all I care-he will never be a king!" He had stormed out, leaving Zira heartbroken. The cub wriggled in her arms, looking confused. She nudged him gently with her muzzle.

"Don't worry Nuka-no matter what you're still my son and will always be my son. Now go to sleep. Daddy will be back in the morning." Once the cub was peacefully asleep Zira gently picked him up and placed him in the sleeping arms of another lioness, Sarafina.

"She'll look after you for a while. She has a cub of her own after all, she should be the most experienced." She slinked out of the cave and sat on the edge of Pride Rock, gazing up at the stars.

"I don't understand Scar-he has a son, but he is unhappy. Yet when he killed Mufasa I'd never seen him so joyful. He's shrouded in mystery so deep not even I can see through it. But when did he get to be so…wrong?" She sat in silence for a while, letting the stars twinkle and distract her from thinking.

Suddenly she felt someone creeping up behind her. She spun round quickly and saw it was a large male lion with brown skin and a thick black mane. He looked a lot like Scar, but with darker rims around his eyes and he was a lot younger. His mane was rich in colour and it was a lot more fluffed out than Scar's scraggly one. He would have been handsome but he had a look about him, something which made her feel uneasy. Zira was about to step back cautiously until she remembered she was on the edge of the rock. She was cornered.

"My, my, what's a pretty young lioness doing out here so, alone." He stepped forward and she gave a small growl.

"None of your business. What are you doing here? This is Pridelander territory."

"So you're a Pridelander?" His ears perked up with interest, "You look too tough to be a prissy little Pridelander." She smirked, and stood up proudly.

"Haven't you heard? The Pride lands are under new management. We work with the hyenas now, and my mate is the King." He slid closer, although this time she didn't notice it.

"The King you say? I can see why he'd want you. Hey, what's say I give your 'King' a little challenge eh? If he wants you back he has to defeat me. Simple as, as simple does." He leapt forward, grabbing Zira around the middle tightly.

"Let me go!" cried Zira, trying to twist round to bite him. She thought about making a run for it, but his teeth were big and he would certainly be capable of ending her life with them, "Scar! SCAR! Help me!" She cried out as hard as she could, but no help came. Had he simply not heard her? Or did he no longer think she was worthy enough of him?

"Where are you taking me?" she asked him some time later, too tired and weary to struggle any more.

"To the home of us, the Outlands."

"Who's 'us'?"

"My Pride." He smiled, "The Outsiders."

5

Zira paused, more than a thousand thoughts and memories bubbling up in her mind.

"I thought they were just a legend." The male laughed as well as he could with a full grown lioness in his mouth.

"So do most. But the truth is we are real, and stronger than ever before. The plan was to take out Mufasa, but since your 'Scar' person seems to have done that for us I guess it wouldn't be so bad to take out him."

"But why?" Zira cried out in desperation, "He never did anything to you, it was all Mufasa. He even helped you!"

"True, but our vow is to take down the Pridelanders and their leader, which, in this case unfortunately, is Scar." He suddenly set her down on the ground, "Here Zira-welcome to my home." She gasped in amazement. The stretch of land was a mix between the Hyenas lair and the way the Grasslands had once looked when there was that great fire long ago. Zira had only been a cub, but she still dreamt of the flames dancing wildly and could still smell the burning grass.

The ground was dusty and dry, tan in colour and smelling of emptiness. She couldn't see any foliage and the only decoration seemed to be an array of bones messily spread across the area.

"This is your home?"

"Well forgive me that it's not all flowers and hillsides, Mufasa didn't exactly give us a wide choice once he kicked us out." He looked slightly ticked off, and since he was pretty much in charge of her life she decided it would be best to stay on his good side for now.

"It's certainly…interesting." She noted a few exits. Could she try escaping now? Too late, he had spotted her.

"I wouldn't think about running away. Right now we are surrounded by about 20 lionesses. You could outrun me, but could you outrun them?" Zira kept quiet. Even she knew that the odds were impossible.

"Why did you bring me here? Am I just a trap for Taka?" He looked puzzled and suddenly realization hit her, "Scar, I mean Scar." She was confused herself. No one had called him Taka for years-why had it popped out now? She quickly sat herself down on an buffalo skull, determined to get some answers.

"It's not just that. There is to be a war soon on Pride Rock. I have my lionesses assembled-"

"You think a mere 20 lionesses will bring down Scar?"

"We are greater in number than you think. This is simply one of the smaller sections of the pride. We have certain sections for certain jobs. You are currently in the hunting section. Anyway, like I said there will be a great war which will bring the end to Scar's reign. All who do not surrender will die, and that is why you are here. I knew you would never surrender being a natural fighter, so I had to bring you here to ensure your safety. You see Zira, I do not want you killed. Since I will be the ruler of the whole Pridelands and Outlands I will require a queen to help me. You will be that queen." Zira stared in amazement and horror.

"No, I am loyal to Scar."

"But if he were dead?"

"He will never die!"

"You may think that but soon you will see you are mistaken. Leano, Freisha. Take her to the maternal section. That will be where she lives until she accepts my terms and the Pridelanders are defeated." Two lionesses walked up, a darker tan than the ones Zira were used to. They growled a little, but Zira didn't protest and begrudgingly followed them. She paused and turned her head around.

"Just tell me this then. What's your name? You know mine, so why don't I know yours?" He grinned a smug grin.

"I am King Sleg of the Outlands." He said with some grandeur, "And I bid farewell to Queen Zira." He bowed down his head as Zira turned back around, her face crowned with a smile. He may be an idiot, but he was a charming idiot.

After Zira had spent about a week or so in the Outlands (she was unsure of the exact time) she was starting to feel more at home. She didn't like it, but she had certainly learnt to accept it better. The maternal ward was fun though. There was about 10 lionesses, each with 2 or more cubs all an assortment of ages. She would often chat with the mothers or play with cubs and since she wasn't allowed to leave the section she found herself spending her days doing nothing else. Fresh food was always available and because the cubs were fussy there was a large choice. She had already made a sort-of friend, a lioness around the same age as her called Willow who had two boisterous male cubs and one quiet female. She was chatting to her now while she gave Helen, the female cub a bath.

"So, I suppose these are all Sleg's cubs?" Zira asked, watching with sadness and wishing Nuka was with her.

"No, actually only one lioness had given birth to one of his children. We all mated with Loners."

"Who was the lucky one then?" Zira smiled. For some reason she felt a little happy that Sleg hadn't mated with anyone else. That meant there might be some truth in what he said.

"That young female, Koka." She pointed with one paw at a pretty young lioness while pinning down Helen with the other. Koka was lighter than all the others and Zira immediately recognized her as a Pridelander.

"Isn't that Nala's younger sister? I thought she had gotten herself eaten long ago!"

"She wandered in here by mistake one day when she was out on her first hunt. Sleg took a fancy to her and told her he would spare her life if she agreed to mate with him. She was only young, poor dear." Zira looked at her harder. She was only young-only just old enough by Pridelander standards to mate. How old was she when she came? Zira felt sorry for her. She was far too young to be caught up in this war affair.

Suddenly the conversation was disturbed by a sulking lioness dragging a fresh antelope carcass. Zira realized it was the lioness from before. Now what was her name? Oh yes, Leona! She threw the body on the ground, glared at Koka before storming out.

"What's wrong with her?" asked Zira, puzzled.

"She's mad at Koka. Leona loved Sleg years before Koka, back when they were cubs. She's always been jealous-even though she's expecting cubs herself from Sleg, hers will never be a ruler so she's vowed to kill the cubs when they come of age. Still, that's the Circle of Life eh?"

"Wait a minute-Leona's pregnant?"

"Yes, quite a few weeks on now. Soon she'll be joining us in this section when she gets too big to hunt anymore." Willow continued to chatter on while Zira zoned out. Leona liked Sleg-did that mean she might kill Zira if she found out Sleg's intentions? But surely she knew already…Didn't she?

She was suddenly awoken from her dreaming by the almighty cry of Sleg calling to Leona.

"This is it, the battle for the Pridelands! Every lioness who is able must assemble now. I repeat, every lioness who is able must assemble now!" Zira was on her feet in a flash.

"No!" Leona pushed her back. Hard.

"I'm afraid you must stay here your highness." She grinned before racing after Sleg. He waited until she was out before sealing the door shut with a large boulder. Zira pounded on it with all her might, but it was too strong for her to move. She slashed at it in anger, sending chips of stone scattering across the floor. She'd been a fool, a fool! She'd spent all her time chattering when she should have been escaping. Now Scar would pay for it.

"Willow, please. You must know a way out of here! I have to save Scar, he's done nothing wrong! Please…" Tears were streaming down her face. Willow looked unsure.

"I can't Zira. We're friends, but your Pride is our enemy. I'm sorry though." Zira roared even louder, sending the cubs running to hide.

"You! You were always against me! You pretend to be my friend but all the time you were preventing me from escaping! You're not worth the ground you stand on." She turned to Koka.

"Listen Koka, I am from your Pride. You're a true Pridelander, a kidnappee like me. You must know of some exit-surely you don't want to be responsible for the death of your Pride now, do you?" Zira's eyes burned like embers, staring daggers at Koka. She gave a small whimper and pointed with a timid paw at a series of ledges set out like steps. Zira didn't even bother to say thank you. Up she leapt before anyone could stop her, leaving scared cubs and dismayed mothers behind.

It wasn't long before she reached them, but by then the battle was in full combat mode. Scar had sent the hyenas, who despite being greater in number were being struck down as easily as a lawnmower mows the blades of grass. She had to help-this was her fault. Powered by her rage and guilt she almost flew towards the two prides, striking any hostile lion she happened to come across.

"Zira!" cried a joyful voice. It was Scar! She stopped as a sudden feeling of happiness surrounded her.

"Scar!" She didn't even see the paw that lashed out, seeing her distraction and deciding to attack while it could. She fell backwards, clutching at her ear in pain. How could one strike hurt so much? Another thing hit her, this time a full grown lion. The impact was too much and all she could hear was the cries of battle as she faded away from the darkened world…

Zira awoke, feeling woozy. What had happened? She remembered a paw and then-

"Ow!' she moaned, the pain returning to her ear. She shakily got to her feet, realizing she was still on the battlefield. Who had won? She could she a lot of lionesses, but that didn't tell her anything. Who had won?

She suddenly became aware of a figure emerging from the fog. Who was it? It was male with brown fur and a black mane, but again that didn't narrow it down.

"Zira?" The voice asked.

"Scar!"

6

She ran up to him, head butting him joyfully.

"Scar, I thought you were dead! Is Nuka okay?" He was smiling, but it faded slightly when she mentioned Nuka.

"I'm sure Sarafina has looked after the little rascal well." Zira felt that bought of disappointment again. Why did he hate Nuka so? He turned and walked to Pride Rock, Zira following behind him feeling slightly deflated.

"Scar, we need to talk." Scar turned around, looking a little cross, "Why don't you like Nuka?" He looked really cross now.

"What's to like about him? That skinny oaf couldn't kill a mouse, let alone manage a kingdom."

"He's only a cub! Why are you so sure that he won't be a king?"

"Because Zira, he hasn't got the build, nor the upbringing. Face it, that little fur ball will never amount to anything and I should have put him out of his misery many months ago!" Tears streamed down her face. How could he be so cruel? She pushed past him, running towards the lionesses' cave where Nuka would be.

"Zira!" cried out Sarafina in surprise. Zira didn't say a word but calmly picked up Nuka and carried him out.

"Mummy! Where are we going?" Little Nuka asked joyfully, nudging her gently with his snout.

"Home Nuka, home."

Just as Zira was leaving the Pridelands a large male lion came running past her. He didn't look familiar and had a rich red mane just like…

"Mufasa?" Zira asked. The lion looked confused.

"How did you know my father?"

"Simba!" Zira turned around and sped back, still carrying Nuka, "Scar, Scar!" she cried out, rushing into his 'throne room' as he called it. She couldn't see him though-the only creature in the cavern was that blue bird of Mufasa's, Zazi or something. She pounced.

"Where's Scar?"

"He's out on Pride Rock mam, please refrain from attacking me like that." She ran out, just in time to see Scar knock down Sarabi. Simba was standing near by-she wouldn't get there in time!

"Mommy, what's going on?" She ignored the cub, watching in despair as Scar and Simba engaged in combat. Scar almost had Simba, but he was too strong and leapt up. They raged in battle until Simba gave an almighty thwack with his paw. Down Scar tumbled, down into the pit of Hyenas. Zira's heart stopped as they pounced…

"NO!" she cried, swiftly leaping off Pride Rock down to him. Poor Nuka climbed down after her, wondering what had happened to his father. He clung to a rock in terror as his mother flew into a rage, clawing back the hyenas fiercely from Scar's crumpled body.

"I'll protect you!" she cried, and eventually the hyenas ran, terrified of this crazy lioness. She nudged Scar's body as he gave a slight cough. Nuka ran forward, tucking himself under Scar's arm.

"Zira…"

"Scar!"

"Zira. Nuka will never be a king. Your next newborn boy-I want him to avenge me. Have him kill Simba, become ruler of the Pridelands. Please Zira…for me." With this Scar faded away, leaving behind unfinished jealousy, an unwanted cub and a forlorn lioness. Nuka felt great pain having heard his father call him a failure for the first time, and Zira's heart was so torn that the gaps were sealed up with hatred for Simba, hatred for the Hyenas, hatred for the Pridelands and the Circle of Life.

"This isn't over Simba," Zira whispered as she lifted her head, her eyes slits of fury, "I will raise my next son as a killer and he will destroy you. You will never get away with this! I will not let you!" she let out a loud roar that echoed across the land and startled all the animals, "This isn't over…it will never be over."

Author's Note:

I hope you enjoyed that, it's probably the longest story I've ever written and finished. The ending wasn't quite how I wanted it and soem of the chapters were a bit short, but it's good enough for me. This story was inspired by a few pieces of artwork which I'll provide the link to in my profile. Please review it as I'd like to know that my hard work wasn't a waste of time. Look out for little spin-offs and such coming soon (Check my Profile for character info, what I'm working on and stuff that's coming soon)