A/N Thank you all for the reviews and the follows for my first chapter. I really appreciate them. This chapter is mostly gonna be straight from the movie with a little twist at the end but I promise you things will be different after this chapter. Enjoy and see ch 1 for disclaimer.

Ch 2 The Plan

Simba and Scar walked for a little while until Simba got distracted by a butterfly and was trying to hunt it. "Hey Uncle Scar watch this!" the golden Prince called out as he lept for the butterfly.

"Oh please," Scar thought, rolling his green eyes. "How long must I endure this idiocy?" But out loud he called, "Very good Simba!" Scar looked up and saw that the sun was nearing being highest in the sky. "Time to head for the gorge," he thought. Just then Simba came bounding up to his uncle.

"What cha wanna do now Uncle Scar?" the young cub asked.

"I just remembered something," Scar said, looking at his young nephew. "Your Daddy said he wants to meet with you in the gorge."

"Really?" Simba asked, surprised at the request. "How come?"

"He said it was surprise," Scar said. "But he did say he'd be down there when the sun was highest in the sky. So we'd better get going."

"Cool!" Simba cried out, running towards the gorge. Scar smiled evilly to himself as he walked towards the gorge as well.

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A few minutes later the uncle and nephew had arrived in the gorge. "Now you wait here," Scar was saying indicating a small rock that was under a tree. "Your father has a marvelous surprise for you."

"What's the surprise?!" Simba asked, the excitement showing.

"Now if I told you it wouldn't be a surprise now would it?" Scar said, trying not to sound annoyed.

"If you tell me I'll still act surprised," Simba declared, giving his uncle one of his trademark loos.

"Oh you are such a naughty boy!" Scar exclaimed with a fake laugh.

"Come on Uncle Scar," Simba pleaded.

"No no no this is just between you and your Daddy," Scar said. "You know sort of a father-son...thing." Scar paused for a few minutes then said "Well now I'd better go see what's keeping him."

"I'll go with you," Simba said, getting off the rock.

"No!" Scar shouted, surprising Simba. Then he said in a much calmer voice. "No you just stay on this rock. Wouldn't want to end up in another mess like you did with the hyenas..."

"You know about that?!" Simba cried out, his voice high with both surprise and embarrassment.

"Simba," Scar said in a condescending tone. "Everybody knows about that."

"Really?" Simba said, his voice low as he pinned his ears to his head in shame.

"Oh yes," Scar said, trying not to show his happiness at making his nephew miserable. "Lucky Daddy was there to save you." Then Scar put his paw around Simba and pulled him close saying, "Oh and just between us: you might want to work on that little roar of yours hmm?"

"Oh ok," Simba said. Scar pulled away from his nephew and roughly patted him on the head as he turned to leave. "Hey Uncle Scar!" Simba called out. "Will I like the surprise?!"

"Simba its to die for!" Scar said, evilly as he walked away.

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While Scar and Simba were having their conversation three hyenas called, Shenzi, Banzai and Ed were waiting for Scar's signal to attack an unsuspecting herd of wildebeests. "Man I'm so hungry," Banzai was saying, his stomach growling loudly.

"Shut up idiot!" Shenzi snarled, hitting her brother in the head.

"I can't help it," Banzai moaned. "I gotta have a wildebeest!" Banzai popped his head up and began to go towards the herd.

"Stay put!" Shenzi growled, pushing Banzai back down.

"Can't I pick off one of the sick ones?" Banzai asked, almost whining.

"No!" Shenzi growled, glaring at her brother. "We wait for the signal from Scar." Then as if on cue Scar appeared on a rock high above them. "There he is," Shenzi said, her voice low and dark. "Lets go." With that the three hyenas went in for the attack.

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Meanwhile Simba was getting bored waiting. "Little roar," he muttered to himself. "Puh." Just then a lizard came walking by. "I'll show him whose got a little roar," Simba thought with a smile. With that Simba 'roared' at the lizard, who paid him no attention. Simba jumped off the rock and bounded towards the lizard and 'roared' a little louder and still got no reaction. Determined not to give up Simba leapt at the lizard and let out a decent 'roar', which echoed through the canyon. The lizard scampered off and Simba smiled, proud of his accomplishment. But suddenly he heard rumbling. Looking down Simba saw the pebbles on the ground shaking. "What.." he began looking up. And to his horror he saw the herd of wildebeests stampeding towards him. Simba gasped and took off, hoping he'd be able to out run the herd.

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While this was happening Mufasa was doing his patrol along with Zazu. The blue horn bill noticed the herd moving. "Oh look Sire the herd is on the move," he commented.

"Odd," Mufasa said with a frown. Just then Scar appeared, pretending to be frantic.

"Mufasa!" the brown coated lion cried out, making sure he put as much fake terror in his voice. "Quick! Stampeded! In the gorge! Simba's down there!"

"Simba!" Mufasa cried out, his voice high with fear. Without hesitation Mufasa raced towards the gorge, followed closely by Scar and Zazu. When they got the edge Zazu flew down to look for the Prince. He soon found him clinging for dear life on a tree limb.

"Zazu!" Simba cried out, the terror clear in his voice. "Help me!"

"Your father is on the way!" Zazu cried. "Hold on!"

"Hurry!" Simba cried, as he struggled to maintain his grip on the branch.

"There! There!" Zazu cried, flying in front of Mufasa. "On that tree!" Zazu pointed to the tree where Simba was clinging.

"Hold on Simba!" Mufasa cried. Just then a wildebeest crashed into the tree Simba was on, nearly snapping it. Simba cried out in terror as he nearly lost his grip. Mufasa jumped into the stampede, desperately trying to get to his son.

"Oh Scar this is awful!" Zazu cried out. "I must go back for help!" Scar let out a growl and swiped at Zazu in an attempt to stop him. But he only grazed the horn bill, causing him to fall but not be knocked out. But Scar thought he had knocked Zazu out and went to his post to make sure his plan worked.

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Meanwhile Mufasa had reached the tree where Simba was. However at the same time another wildebeest smashed into the tree, snapping it and sending Simba sailing through the air. "Ahhh!" Simba cried out as he fell. Mufasa leapt in the air and caught Simba before he hit the ground. Mufasa began running towards the edge when a wildebeest smashed into him, causing him to fall. Simba went skidding across the ground. But before he could get trampled Mufasa picked him and and raced him to safety. Placing Simba on the edge Mufasa began to climb up. But suddenly he lost his grip and was sucked into the stampede. "Dad!" Simba cried out in terror, his eyes wide as he searched the mass of wildebeests for his father Suddenly Mufasa came flying out of the stampede and was trying to climb up the steep side of the gorge. Hoping to meet his father at the top Simba began to climb up the rocky side of the gorge as well. Mufasa climbed until he was nearly at the top. He saw Scar standing there, staring at him.

"Scar!" Mufasa cried out, the terror clear in his voice as he slipped. "Brother! Help me!" Mufasa's paws were slipping as he spoke. Scar's expression quickly changed from neutral to hatred as he dug his claws into Mufasa's paw, causing Mufasa to roar in pain.

Scar leaned in close to Mufasa and whispered in his ear, "Long live the King." Mufasa's eyes widened in horror as he realized what was about to happen. At that moment Scar threw Mufasa off the side of the gorge, sending him crashing down. Mufasa let out a scream of terror as he fell.

"Nooooo!" Simba cried out watching in horror as his father fell. Simba scampered as quick as he could to the bottom. By now the wildebeest had gone and there was nothing but dust. "Dad!" Simba cried out, coughing slightly as the dust settled. Simba heard a noise from behind him. "Dad?" he said hopefully. But to his disappointment he saw a lone wildebeest scampering by. Then he saw Mufasa laying motionless on the ground. "Dad!" Simba cried out, running over to his father. Then he heard a voice behind him say, "Simba?" Simba turned and saw Scar there. "What have you done?" the evil lion asked. Simba opened his mouth to respond but just then the two males heard another voice cry out, "Kings Above! What happened?!" Scar's eyes widened and he inwardly growled.

"Mom!" Simba cried out, running over to Sarabi, who had arrived along with Sarafina and some other lionesses from the Pride, and burying his face in her front leg as the tears fell. "Mom it was awful!" the young Prince wailed, the tears flowing. "The wildebeests stampeded! Dad tried to save me! I'm sorry Mom! I didn't mean to!"

"Oh my sweet baby!" Sarabi said, nuzzling her shaking son. "Its alright my darling I'm here."

"Oh Sarabi it was truly awful," Scar said, with fake sadness. "I tried my best to help. But I'm afraid Mufasa lost his footing and fell into the stampede."

"Oh Mufasa!" Sarabi cried out. Sarafina and another lioness were checking the King over. "Is he..." Sarabi said, the tears forming in her eyes.

"He's alive," Sarafina said, shocking Scar and the others. "Mufasa is still alive."

A/N well folks there you have it ch 2 complete. Hope you all enjoyed it. Review please