Wow, nine reviews for my stupidity? I am flattered. Okay then I am skipping on Alice for a while then and doing Lion King. Sort of. It's same story but their human. Oh and I think Simba deserved more than a scolding in movie so Steve will spank Tony for disobeying him. Don't like that, don't read.

Thanks Sabaku for idea hope I impressed you. I have Peter Pan in works as well with Little Mermaid. When I get those done I'll post.

As stated before its crack. Its meant to be very stupid and silly. But I do enjoy the reviews. I hope all enjoy.

Ending note now with credits for this one. Here's the characters for this one. Mufasa will be Steve. His wife will be Tasha…yeah, I think they make a cute couple…and they will be coupled up in lots of these.

Simba and Nala will be Tony and Pepper. Timon and Pumbaa will be Clint and Bruce. Scar will be played by Loki. Rafiki will be played by Thor.

I don't own anything. I wish I did.

"Steve…"

Her voice was barely a whisper as she stared at the little baby boy she was holding. Steve quickly kissed her head and then stroked his sons cheek fondly.

"He's so perfect Nat…you did great" he whispered. A knock sounded and Steve told his best friend to enter.

"Hello Steven…lady Natasha…am I interrupting?" Thor asked and Steve shook his head.

"Never…in fact you're just in time to meet little Anthony Steven Rogers…Tony for short" Steve said and scooped up the small boy.

Thor took him just as gently. "We must show him off to the whole world…everyone must bow to their new king of pride rock" he declared.

Tony eyed the man in awe. "I think he likes me" Thor added with a smile.

"Good, because he's your godson old friend" Steve said and Thor looked like he could cry.

The king and queen followed the godfather outside. The entire land filled with noise as the kingdom cheered for the new king.

"Friends! I give you your future king! All hail King Tony!" Thor boomed and more cheers and praise followed as Thor proudly showed off his godson.

Years passed and the baby grew into a young boy. When Tony reached seven, Steve decided to show him the world that he would soon rule.

"Dad! Come on wake up already pops! You promised!" Tony nagged his dad. Steve opened one eye and the kid glared.

"Don't give me the sleepy look! You promised!" Tony said.

Steve sighed but sat up. He grabbed the boy and tickled him. "Oh, I promised huh squirt?" he asked and Tony giggled as he was very ticklish.

"Yes" he cried through his laughter. Steve stopped the tickling and kissed his son on the forehead.

"All right then…I'm awake…go get dressed and we'll go out" he said. Tony whooped and ran for his room.

Natasha smirked sleepily as she snuggled under the covers. "Have fun" she said, glad she got to sleep in. "Oh yeah, gloating is so mature Nat" Steve teased and she only smiled.

"Hey, at six am he's your son first" she said and fell back to sleep. Steve couldn't fault her for that. She did all the work of giving him a beautiful little boy so Steve never argued when Nat wanted a break.

Steve dressed and Tony was outside waiting. The little boy grabbed his hand eagerly. "I can't wait to see the world Papa…I will be a great ruler just like you" he said.

"That's great to hear my son…now come there is so much to see"

Steve lifted the boy and placed him on his shoulders. He then walked to town and showed Tony everything.

Tony took it all in with wonder and amazement in his brown eyes. He then noticed a shadowy part as they were heading home.

"But Papa what about that shadow? Don't we rule that too?" he asked.

Steve shook his head. "No, my son, and I forbid you to ever go there…" he said.

Tony nodded. "Yes sir…I promise" he said. His eyes held a curious spark though. He'd ask his Uncle Loki later.

Loki smiled when Tony innocently asked him. His smile was mischievous though. 'I can be king now…all I have to do is put the stupid child in danger' he thought.

"Oh you mean the Elephant graveyard?" he asked and Tony's eyes lit up.

"An elephant graveyard? Like bones of elephants?" he asked and Loki nodded. "Yes…huge bones all over…"

"Wow…" Tony breathed. He then huffed. "That sounds cool…but I can't even go" he muttered.

Loki gasped, even though he didn't really care at all. "Oh my, well I supposed I shouldn't have told you" he said, pretending to feel foolish.

Tony beamed at him. "Oh don't worry uncle Loki…I won't tell dad on you and I won't ever go there" he said.

Loki could tell immediately he was lying. Tony's eyes sparkled just like his did when he was lying and when he was about cause mischief.

'Oh my little nephew, if only you didn't have to die' he thought, feeling slightly remorseful.

"All right then…I suppose its okay for an Uncle and Nephew to have a secret" he said. Tony nodded with a cheeky smile. He hugged his Uncle and Loki patted his head.

"I'm gonna go hang with Pepper at the playground now" he said. "Have fun" Loki called as he ran off. 'I hope those idiotic hyenas can do something right for once and kill you boy' he thought.

Tony ran all the way to Pepper's house. He rang the bell and her mother answered.

"Hello Miss Potts…Can Pepper play with me?" he asked. "Hello Tony, yes she can go out…your going to the park right?" she asked.

Tony nodded. "Yes Ma'am, just to the playground for a little while" he said.

"Very well…but I would feel better if you had supervision" she said and Tony gasped.

"But…I mean…" he stammered. She raised a brow and he smiled. "I mean of course Ma'am…I'll call Phil" he said. He turned and made a face as he dialed.

Phil told him he'd be there shortly. "Great…thanks Phil" Tony said barely hiding the disdain in his voice.

'Stupid grownups ruin all the fun…I can't wait till I am king' he thought miserably.

Pepper come down then and smiled when she saw her best friend. "Hi Tony wanna play in my room?" she asked.

Tony shook his head. "Nah, come on were going to the playground…" he said and she made a face.

"Okay…I guess" she said. Tony reached out and grabbed her hand as Phil walked up.

"Well come on Pep" he said and dragged her off. Phil caught up with them and the prince ran, dragging her with him.

Phil took the message and let them get a few feet before following. He knew the spoiled brat would whine if he didn't.

"Help me ditch the dodo head…I wanna go to the elephant graveyard" Tony whispered after sneaking a look behind him.

"Wow…no wonder you're so pushy today…that sounds fun though" she replied.

"I know…Papa showed me everything I'll rule today and…"

"He told you not to go…" Pepper said. Tony shrugged. "He'll never know" he said and she rolled her eyes.

"You're taking all the blame for this" she said. Tony smiled.

"Deal…now…RUN!" he said and they took off fast. Phil cursed and took off but the two were way younger and faster. Tony zigzagged a lot and the two climbed over so many obstacles that they easily lost the man.

They stopped though to catch their breath. After ten minutes and Phil didn't find them, the two took off again.

The children were in awe when they reached the graveyard a little while later.

They weren't alone though. The three 'Hyenas' circled them with menacing looks. "Well, looky here boys…two stupid kids out to play" one said with an evil smile.

"Leave us alone" Tony growled. "Aw, how cute…lets not boys" he said.

"Run Pep!" Tony commanded and the two ran. They went into a dead end eventually as they climbed everything and even slid down some bones.

The three moved slowly to them but a loud voice stopped them in their tracks.

Steve growled at them. "Get away from my son and his friend" he growled.

"Oh my god…it's prince Tony!" one shouted. "We didn't know your majesty!" another cried and they ran off before Steve or Phil could catch them.

"Wow, that was amazing dad!" Tony cried. Steve turned to him and he shrunk back in terror at his angry glare.

"I…I…I'm sorry" he stammered. "Let's go Anthony…you're in huge trouble young man" Steve hissed and Tony nodded.

"Yes sir" he said. Pepper took his hand and they followed the angry king in silence.

"Phil…take Pepper home…I need to punish Anthony for disobeying me and running off on you" he told Phil in a calmer voice.

"Yes sir…" Phil said and opened the backseat for Pepper. "Bye Tony" she said and kissed his cheek.

Tony watched them go and then went into the backseat of his own car. He kept his eyes on his hands and feet the entire ride.

They got home and Natasha was waiting with a panicked look.

"Oh Anthony!" she yelled when Tony walked in. The boy flinched and Natasha couldn't remain angry. She was just too glad he was safe and she picked him up.

Tony hugged her neck apologizing over and over. She hugged him a moment before setting him back down.

"All right…now go to your room…your father is waiting" she said.

"He'll spank me" he whined. Tony never gotten a full spanking before. His mom and dad gave him a few swats at times but never bare and never more than ten.

She nodded. "I am sorry sweetheart but you disobeyed your father and really scared us both" she said.

Tony nodded. "Yes mama…I am so sorry" he said and she bent down to kiss his cheek. "I forgive you…your father will too" she told him and Tony shuffled slowly to his bedroom.

"Look at me Anthony" Steve commanded when Tony finally made his way to him. Tony's sad chocolate brown eyes met his father's stern and very angry ocean blues.

"What do you have to say for yourself young man?" he asked. Tony gulped and a tear fell down his cheek. "I'm sorry dad…what I did was really stupid and wrong" he said.

Steve nodded. "Oh, it was very stupid…you and Pepper could have been killed!" he yelled and his son flinched.

"I know…I'm so sorry!" he cried.

Steve sighed. "I am afraid saying sorry isn't enough Anthony" he said. Tony gasped and Steve nodded. "That's right son…you earned a spanking for disobeying me" he said firmly.

Tony nodded and Steve kissed his forehead. "I love you son…I always will and I always will forgive you" he promised.

"I love you too dad…and I know I earned this spanking" he said and then pulled down his pants and underwear before climbing over his fathers knees.

Steve was proud as he watched Tony undress and put himself in position. He would be a great ruler someday he knew.

Steve lifted his hand and brought it down sharply on the white bottom. Tony gave a small hiss at the sting. Steve gave him a dozen hard swats and then lifted the boy. He hugged him tightly as Tony cried. Ten minutes later his little boy was sound asleep and he tucked him into bed on his stomach pulling only his underwear back on.

The prince awoke a few hours later and changed into pajamas. He found his father still awake in the living room.

"Dad…can I cuddle with you?" he asked. Steve nodded. "Of course Tony, you need never to fear me…I would never harm you my boy" he said kindly.

Tony nodded with a smile. "I know father" he said honestly and ran over to him and threw himself onto his fathers lap. Steve sighed with relief that he wasn't in too much pain. He never spanked hard but enough that Tony would learn from the sting.

"I love you papa…we'll be best friends forever right?" the prince asked.

Steve nodded. "Of course…"

"And we'll always be together right?" the prince asked. Steve frowned and Tony blinked at him. "Papa?"

Steve didn't respond. He instead stood and draped a blanket around him and used it to keep them warm as he carried Tony outside.

"Look at the stars Tony…" he said and Tony looked up. "There's so many" he said in awe.

"Yes…when I was your age, my father told me that everyone who died became a star…he's up there with your grandmother" he said.

Tony blinked at him. "You mean you'll be a star too?" he asked, trying to understand.

Steve nodded. "Someday yes…" he said and Tony whimpered. "I don't want that" he said and hugged his father tightly.

Steve kissed him gently. "I know but son if that does happen someday and you feel alone…look at the stars and know I'll be watching over you along with all the other twinkling lights of lost souls" he said.

Tony nodded. "Yes Papa" he agreed. He yawned and Steve took him back inside. He laid on the couch and left the child on his chest and they fell asleep together clutching each other tightly.

Tony prayed it never happened but unfortunately his Uncle didn't have the same idea.

He had his three idiotic 'Hyenas' stand guard where animals were eating peacefully. He knew the gun noises would rile them and a stampede would run right where he'd plant the little prince.

He led the boy to the spot and sat him on a rock. "Now you sit here while I go get daddy" he said.

"Do I hafta?"

"Do you want to be punished again for disobeying your father?" Loki asked and Tony gasped.

It had been only two days and he still felt a small sting reminding him of his foolish adventure.

He shook his head. "No sir…that wasn't fun…I deserved it but I didn't like it though" he said.

Loki nodded and ruffled his hair. "I know squirt…your father just loves you and wants you safe…now don't move I'll be back" he said. Tony nodded.

"Okay…bye…I love you Uncle Loki" he said with a wave. Loki shuddered at the love.

"Yes bye…" he said and quickly walked off. 'You stupid brat…you will not make me love you and you will not make me care that you and your idiot father will die' he thought.

He gave the signal to the men and the gun was set off. Tony heard the rumble and gasped.

"Oh no!" he screamed and ran for his life. He climbed a tree and held on for dear life. It shook as the animals ran making the ground trembled under their frightened feet.

Phil gasped as he saw through his binoculars the small prince. He called Steve who gasped as well.

Steve managed to get Tony using a helicopter. Loki came along for ride with the king and the driver. He helped Tony in as he sawed at the ropes.

The ropes snapped and Loki pretended to look scared. "Tony, the ropes couldn't hold you both…help me get the king" he said.

Tony wasn't strong enough and Steve fell to his death. "Oh Tony! What did you do?" Loki asked.

The driver brought the copter down and Tony found his dad. He cried as he hugged his dead body.

"You killed him Anthony…its all your fault" Loki told him. "But…But I didn't mean…" the boy cried.

"I know…but the king is dead and it's all your fault…what will your mother say?" he wondered aloud.

"What do I do Uncle?" Tony cried as tears fell down his cheek. He was so frightened and Loki didn't care at all.

"Run boy…run and never return…" he told him and the child took off.

The Hyena's chased him but Tony was small and disappeared into a cactus patch and got through without much injury. He kept running as fast as he could, not sure where he was going, he just knew he had to run.

He ran for hours and then fainted in a woods. He was found by two best friends who were camping and hunting in the area. The younger of the two was skilled at Archery and killed a few wild boar sniffing the young prince.

Clint Barton whistled as he took in the small, skinny boys appearance. "It's a little boy Brucey" he said to his best friend.

"Sure is Clint…we should help him out or he'll die out here" he said as he noticed the boy was breathing.

Clint nodded and scooped him up. "Gosh he's awful light and thin" he said as Bruce picked up the boar. "We'll this boar is enough for us all, lets head back to Camp and roast it up" he said.

They were only five minutes away and soon Clint was roasting the pig while Bruce cared for the boy.

He bandaged him up and as he washed his face the water awoke Tony.

"Whoa! Who are you?"

"Relax little one, my name's Bruce…my friend and I found you in the woods…did you run away?" he asked as Tony sat up.

Tony nodded. "And I can never go home" he said and started to cry. Bruce rubbed his back gently.

"Well, you can live with us then if you like…" he offered. Tony gaped at him in shock.

"You mean that Bruce? You won't makes me tell you where I lives or nothing?" he asked. Bruce shook his head. "I bet you're an orphan like Clint and me huh? We ran from the orphanage too" he said.

Tony nodded, deciding to lie. "Yeah…I am glad I found fellow Orphans…we tough guys gotta sticks together"

"Yeah...Hakuna Matata" Clint said walking. "Ha...ku…what did you say mister?" Tony asked him.

"First off name's Clint…second its Hakuna Matata…it means no worries…means we live how we wanna…eat what we wanna….do what we wanna" he said.

Tony smiled. "Yeah…Hakuna Matata…I love that" he cheered.

"What's your name kiddo?" Clint asked. "It's Anthony but please call me Tony" he said.

"Works for me Tony…now do you like ham? I killed a boar sniffing you and he'll be done soon" Clint asked.

"Yum…sounds good Clint" Tony agreed.

Tony smiled as he ate his ham. He liked the two men and they seemed trustworthy.

Time passed quickly and the boy became a man. Pride rock changed for the worse however. Without any food to eat, Pepper ran off to find help, leaving the others weak and tired.

Natasha glared at Loki who was scolding her. "Why aren't you women cooking me food?" he yelled.

"What food Loki? You ran this town dry…either we move on or perish" she said.

"No! We will not leave…I am king here and I order you to find food!" he yelled.

"Then we will die from hunger!" Natasha yelled back and he slapped her hard.

She fell in a heap but refused to show him any pain. "You're not even half the king Steven was" she muttered and was slapped again.

Pepper drove till her car died then ran. She soon found herself in the same woods Tony had.

She spotted a rabbit and killed it. "Hey, that was mine!" Clint shouted and she took her knife to his throat.

He took out his own and Tony gasped. "Pepper!" he shouted and the knives were put away.

"Tony?" she asked and he nodded. "Yeah…it's me" he said and she threw herself at him.

"Oh my god…Loki said you were dead!" she cried and Tony pulled away from the warm hug.

"Loki? What did my Uncle do Pep?" Tony asked. "He destroyed the town Tony…I came to find help…we have no food…no money…Loki is a horrible king" she said.

Tony gasped.

"You have to come and take it back! Your father would not wish Pride Rock like this!" she cried. Tony cringed at that.

"No…I need to stay…I am living free with my pals now" he said and pointed to Bruce and Clint.

Pepper looked at him with betrayal. "That's it? What happened to the prince I knew who wanted to be king?" she asked.

"He grew up" he muttered and Pepper slapped him. "Fine Tony…do what you want!" she snapped and ran off crying.

"Dude! You're a king?" Clint asked. Tony shook his head. "No…I'm still same Tony you helped raise" he said.

"Are you sure Anthony?"

Tony turned at the new voice. Thor stood there, his long blonde hair shone bright in the sun against his red cape. He gazed at his godson with disappointment.

"Who are you?" Tony asked. "I am your godfather…my name is Thor" he said.

Tony looked away. "Sorry Thor…I think you have me confused with someone else…I am just Tony now…no last name…I am just forever Tony now" he said.

Thor stepped to him and grasped his chin. "I don't think your father would be proud to hear that Tony" he said.

"How do you know?" he spat. Thor smirked and took his hand. "Follow me Anthony…I will show you" he said.

Tony followed curiously. He led him to a small lake and Tony looked at the still water. "Its only me there dude" he said.

"Look harder" Thor said and touched the water with his stick. It rippled and Steve's face was there now.

"Anthony" he called and Tony glanced up to see his father in the clouds.

"Father?" he called. "Tony…what have you done?" he asked. Tony fell to his knees.

"I didn't mean to!" he screamed. "You forgotten me boy" Steve said and Tony looked up in shock. "What! No! How can I forget you dad?"

"You forgotten who are you Tony…therefore you forgot me…but you must remember Anthony…you must remember you're more than who you've become" Steve went on.

"I changed though…I am not the little boy you knew"

"Remember him Tony and you will be…you must go back and take your place as king…only you can rule with the honesty and love Pride Rock deserves" he said.

"I…I don't know if I can"

"I do…I have faith in you son…I always have since the day you were born…I know you're a good boy and will do the right thing…you are my son after all" Steve said.

Steve vanished and Tony shakily rose to his feet. "Are you convinced now young prince?" Thor asked and he nodded.

"Yes godfather…I am…father is right…I will go back…I will make him proud" he said.

"Run Tony…run like the wind my boy" Thor encouraged and Tony did.

Pepper by then calmed and decided to try talking to Tony again. Bruce and Clint were still stunned when she tapped their shoulders.

"Where's Tony?"

"The prince is returning to his home Lady Pepper" Thor said and she grinned.

"Oh…you did it Thor…come on gentlemen, he will need our help" she said.

That snapped the two back to attention. "Of course…anything for our little bro" Clint declared grabbing his bow.

They followed the prince and snuck up behind him. "So this is your kingdom? No wonder you ran" Clint said with a whistle.

"It was never like this Clint…but thanks for coming" he answered. Clint squeezed his shoulder. "You and Bruce became my bros…you never betray family" he said and Bruce nodded.

"Thanks" Tony said again and gave both a quick hug. "Will my big brothers be willing to kill some 'Hyenas?' it's a group led by my Uncle?" he asked,

Both nodded with wicked grins. Bruce held up his two guns while Clint loaded his bow.

"Oh yeah…you just leave them to us bro" Bruce said. "You just be careful with your crazy uncle" Clint warned and they ran off.

"Thanks Pepper…you're the best friend ever" he said and kissed her cheek when his bros were out of ear shot. She smiled and kissed him back. "I'll always be here for you Tony" she promised.

Tony grabbed her hand and they ran to where Loki was with the other women. On top of the mountains. Tony ran to his mom who lay unconscious on the floor and gently brushed her cheek.

"Steve?" she murmured and he shook his head. "No…it's me…I'm home momma" he whispered. Natasha gasped and hugged him.

"Tony? Oh Tony, you're alive!" Loki cried and Tony turned to him. "I am so glad to see you…alive" he said and glared at a 'Hyena' who cowered.

"It's over Loki…step down! I am here to be the rightful king of Pride Rock!" he growled at his Uncle.

"And if I don't?""I'll make you" Tony threatened. "Oh does it have to end in violence? I hate to be the cause of a death of a family member" he said.

"I put it behind me Loki…that won't work" Tony growled.

"But did they?" Loki asked. "What is he talking about Tony?" Pepper asked.

"Oh…so they don't know huh? So who killed the beloved King Steve huh Tony?"

"I did" Tony said and all gasp. "It was an accident…the rope broke on the helicopter…"

"Because you were too weak to pull him up…poor weak Tony" Loki taunted.

"NO! It was an accident!" Tony yelled. Loki pushed at him and he fell back.

"You're a worthless freak murderer kid…now everyone knows it!" he said and Tony gasped as he slipped off and had to grab the cliff to keep hanging on.

"Now this looks familiar…you have the same look as your father" he said then bent to him. "I'll even tell you a secret…I killed Stevey…I cut the ropes so he would fall" he whispered.

His words gave Tony a burst of energy and he jumped back up and tackled him.

"Tell them!" he ordered as he suffocated him. "Fine! I killed my stupid brother!" Loki said and then the two wrestled and Tony knocked him off the cliff.

Tony was bleeding from a stab wound and Pepper cradled him in his arms.

"Hey…you know…I…I need a…a queen" he murmured and she smiled. "I would love to marry you Tony" she said and kissed his lips.

Tony was patched up and a month later the two were married. Tony made Clint and Bruce both his best man and had them live in the palace with his godfather and queen.

With the same respect and honesty his father used to rule Pride Rock slowly went back to normal. Pepper then gave birth to a beautiful little girl and Tony named her Virginia. He'd watch her grow and he know she'd make a good queen and continue the circle of life.

Okay this took a few hours but I hope all enjoyed my version of the Lion King. Review if you loved it and tell me just how much please.